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Program Reference
Forum Reports of Program Activities
News Reports
Academic and Professional Views
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Program Activities
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October 7, 2024, Forum Report:
Inviting Proposed Methods to Support Shareholder Voting
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March 11, 2024, Forum
Report: Direct Access™ with Exemplary
Companies: Texas Instruments Incorporated
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January 2, 2024, Forum Report: Initiating 2024 Direct Access with
Exemplary Companies - Texas Instruments Incorporated; see also
February 5, 2024, Forum Report: Plans for CFA Society Hosting Direct
Access™ with Texas Instruments
Incorporated
-
December 5, 2022 Forum Report: Planning of 2023 Direct Access™
Programs Analyzing Exemplary Companies
-
October 24, 2022, Forum Report: Investor Analysis of Enterprise
Sustainability (for a recording of the Forum's panel discussion
provided by Reuters Events,
click here); see also
September 7, 2022, Forum Report: Inviting Views of Information Needed by
Investors for Decisions About the Sustainable Use of Their Capital
-
November 12, 2020 Forum Report: Archived Video of Direct
Access with Oshkosh Corporation Hosted by the CFA Society New York
-
September 30, 2020 Forum Report of Shareholder Survey: The New York
Times Company 2020 Investor Interests
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June 25, 2018 Forum Report: 2018 Enhancements of “Shareholder Support Rankings”
Voting Graphs
-
December 21, 2017 Forum Report: Reconsidering Appraisal Rights for Long Term
Value Realization
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October 20, 2017 Forum Report: Concluding Refinements of Methodology for
“Returns on Corporate Capital”; see also
Forum
Definition: ROCC Metrics | Methodology and Specifications for Returns on
Corporate Capital™
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June 14, 2017 Forum Report: Inviting Comments on Proposed Definition of “Returns
on Corporate Capital”
-
August 11, 2016 Forum Report: Measuring Comparative Results of Buybacks and
Reinvestment
-
June 16, 2016 Forum Report: Defining a Simple Measure of “Returns on Corporate
Capital”
-
June
6, 2016 Forum Report: Dell Decision Confirms Foundations of Forum Support for
Appraisal Rights
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May 9, 2016 Forum Report: Workshop for “Metrics” to Analyze Stock Buybacks
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March 18, 2016 Forum Report: Inviting Proposals of Candidates for Analysis of
Stock Buyback Policies
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January 5, 2015 Forum Report: Conclusions of Program for Fair Investor Access,
Responding to Activism
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December 1, 2014 Forum Report: Walgreen Adoption of “Engagement” in Response to
Information Requests
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November 20, 2014 Forum Report: Proposing Walgreen Suspension of Buybacks to
Restore Credit Rating
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November 18, 2014 Forum Report: Appraisal Rights to Realize Intrinsic Value of
TIBCO and Other Buyouts
-
November 17, 2014 Forum Report: Completing the Definition of Walgreen Buyback
Issues, and Considering the Example for Fair Investor Access
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October 23, 2014 Forum Report: Long Term Investor Interests in Proposed Walgreen
Stock Buybacks
-
August 11, 2014 Forum Report: Corporate Responsibilities for Issue Definition
and Information Access
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July 30, 2014 Forum Report: Supporting the Definition of Issues to Be Considered
by Investors
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July
24, 2014 Forum Report: Ultimate Investor Interests in Rights to Long Term Value
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June 27, 2014 Forum Report: Preliminary Review of Objectives for Investor
Initiation of Issues
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June 5, 2014 Forum Report: Support for Shareholder-Initiated Engagement
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May 21, 2014 Forum Report: Questions About
Shareholder-Hosted Meetings of Shareholders
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March 13, 2014 Forum Report: Inviting Participation in Conference Board Survey
of Board Practices
-
March 11, 2014 Forum Report: The Conference Board’s Task Force Definition of
Responsibilities for Investor Access
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February 19, 2014 Forum Report: Dell Objections to Shareholder Demands for
Appraisal
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January 8, 2014 Forum Report: Eligibility for Support of Marketable Dell
Appraisal Rights
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November 21, 2013 Forum Report: Invitation
to SEC Conference for Revitalized Long Term Investment
-
October 14, 2013 Forum Report: Panel to Consider Appraisal Rights Policies for
Long Term Investment
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May
8, 2013 Forum Report: Proceeding with Dell Investor Information Requirements
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April
15, 2013 Forum Report: Dell Board Supports Investor Rights to Ask Questions
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April 5, 2013 Forum Report: Invited
Observation of Glass Lewis "Proxy Talk" Discussion with Activists Proposing
Breakup of Timken Companies; see also
April 11, 2013 Forum Report: Invited Observation of Glass Lewis "Proxy Talk" for
Timken Company Response to Activist Proposal
-
April
3, 2013 Forum Report: Do Dell Directors Want Responsibility for Investor
Decisions?
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March
19, 2013 Forum Report: Proceeding with Fair Access to Dell Investor Information
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March
15, 2013 Forum Report: Inviting Advice on Plan for Independent Peer Review of
Dell Valuation
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March
6, 2013 Forum Report: Obtaining the Same Information as Dell’s Advisor
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February 28, 2013 Forum Report: Range of Dell Investor Information Requirements
-
February 25, 2013 Forum Report: Conference
Board Resources for "Corporate Governance" Policies
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February 22, 2013 Forum Report:
Progressing with Dell Example of Responsibilities for Investor Information
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February 15, 2013 Forum Report: Dell
Example of Supporting Management Responsibilities for Investor Information
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February 6, 2013 Forum Report: What
Sources Should Investors Rely Upon?
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January 14, 2013 Forum Report: Reports of
Shareholder Voting Data and Trends
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January 2, 2013 Forum Report: Winning the Support of Investors at the Annual
Meeting
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December 21, 2012 Forum Report: Candidates
for an Activist “Golden Goose” Analysis
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December 20, 2012 Forum Report: Adapting
to a Consolidation of Communication Services
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October 25, 2012 Forum Report: Addressing
Ultimate Investor Objectives
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August 20, 2012 Forum Report:
Responsibilities of Directors for Investor Communications
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August 14, 2012 Forum Report: Project for
Enhanced Earnings Calls
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July 18, 2012 Forum Report: Winning
Investor Support of Long-Term Corporate Success
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July 3, 2012 Forum Report: Rights and
Responsibilities of Corporate Investment
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June
14, 2012 Forum Report: Report of Views for Use of "Virtual Meeting" Services
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April 25, 2012 Forum Report: New Program
Addressing Fair Investor Access to Decision-making Information
News Reports
-
March 3, 2025, Reuters:
"Vanguard resumes stewardship meetings after reviewing SEC guidance" [Fund
managers adopt legal disclaimer statements to conduct their corporate
engagements]
-
February 26, 2025, Reuters:
"New SEC guidance hits the Big 2, BlackRock and Vanguard" [Considering
adaptations to new reporting rules for shareholder engagement]
-
February 19, 2025, Reuters:
"Exclusive: Vanguard pauses corporate meetings over new ESG guidance"
[New policies discouraging professional shareholder engagement
practices]
-
January 28, 2025, Financial
Times: "Exxon foe Engine No. 1 to build fossil fuel plants with
Chevron" [Activism champion jumps to "reindustrialization"
bandwagon']
-
December 26, 2024, Wall Street
Journal: "The Celebrity Activist Investor Is Going Extinct"
[The year's progress in marketing activism as a fund investing style]
-
November 18, 2024, Financial Times:
"Vanguard says shareholders can vote for profits over ESG issues"
[Evolving support and encouragement of investor rights to control their
shareholder votes]
-
November 15, 2024, Wall Street
Journal: "Investor Building Newspaper Chain Eyes Lee Enterprises,
DallasNews" [Picking up on business of news publishing where
Berkshire Hathaway left off]
-
November 6, 2024, Reuters:
"Companies boost social and climate reporting amid ESG backlash"
[Politics of addressing shareholder voting interests]
-
October 15, 2024, Semafor:
"Giant money managers catch Washington heat" [Pitfalls of
deciding how to vote other people's money]
-
September 17, 2024, Financial
Times: "Vanguard experiment in shareholder democracy finds investors
prefer to defer" [Most investors who delegate choice of
investments inclined to also delegate voting choices]
-
September 17, 2024, Reuters:
"Vanguard bullish on proxy votes for the masses" [Extension of
voting rights to individual investors frustrated by continuing
administrative obstacles]
-
August 24, 2024, New York Times:
"How Elon Musk Got Tangled Up in Blue" [Need for identity
verification not limited to shareholder communications]
-
August 16, 2024, New York Times:
"U.S. Awards $1.6 Billion to Texas Instruments to Build Semiconductor
Plants" [National interest in exemplary company's effective
use of capital to provide essential products]
-
August 1, 2024, Bloomberg:
"Ackman’s IPO Dream Implodes From $25 Billion to Zero in Weeks"
[Results of media campaign to market investment fund]
-
June 21, 2024, Financial Times:
"Corporate law changes in Delaware would favour big shareholders"
[Change in corporate law supporting private shareholder negotiations]
-
May 4, 2024, Dow Jones
MarketWatch: "Here’s what is so amazing about Apple’s stock
buybacks." [Responsible use of profits that exceed need for
capital to continue successful production of goods]
-
April 2, 2024, Bloomberg
commentary: "Shareholder Vote Exchange" [Conclusion of one
experiment in commercial development of retail voting interest]
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February 26, 2024,
Bloomberg Law: "SEC Measure Regulating Proxy Advisory Firms
Declared Invalid" [Controversies about proxy advisory
practices escalate as reliance upon them expands]
-
February 23, 2024, New York Times:
"Millions of Fund Investors Are Getting a Voice" [Fund
managers competing to attract investors with rights to direct proxy
voting]
-
February 11, 2024, Wall Street
Journal: "The Priciest Shareholder Fight Ever Is Headed to Disney’s
Boardroom" [Contest focuses attention on company's largest
shareholder constituency]
-
January 21, 2024, Wall Street
Journal: "Votes for Sale! A Startup Is Letting Shareholders Sell
Their Proxies" [Another technology venture addressing control
of retail proxy votes]
-
December 21, 2023, Wall Street
Journal: "Burned Investors Ask ‘Where Were the Auditors?’ A Court
Says ‘Who Cares?’" [Renewed concerns about assuring reliability of
information on which investors depend]
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December 10, 2023,
TheStreet: "GameStop’s (GME) Q3: Investors Directly Register 25% of
the Company’s Outstanding Shares" [Meme investors discover new
stock registration process to control short-selling]
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November 29, 2023, Reuters:
"State Street adds option to fully back corporate boards"
[Marketing voting rights to segment of retail investors who tend to
support corporate management]
-
November 19, 2023, Wall Street
Journal: "Wall Street’s ESG Craze Is Fading" (article & video)
[Questions about the sustainability of "sustainable" funds]
-
November 19, 2023, Financial Times:
"Wall Street watchdog floats plan to let brokers promise future results"
[Regulatory assumption that sophisticated investors are sophisticated]
-
September 7, 2023, Semafor:"CEOs
promised a new era. Little has changed." [Observations of
corporate practices supporting stated policies]
-
August 10, 2023, Wall Street
Journal: "‘It’s Hard to Be an Activist These Days’: Gadfly
Investors Trail Stock-Market Returns" [More questions about
performance of professional activist investors]
-
July 17, 2023, Financial Times:
"BlackRock offers a vote to retail investors in its biggest ETF"
[Testing a strategy of letting fund customers assume responsibility for
proxy voting decisions]
-
July 10, 2023, Bloomberg:
"Activist Fights Tick Up, Along With Settlements" [Continuing
adaptations of professional activists]
-
June 21, 2023, Bloomberg:
"Retail Army Bets Record $1.5 Billion on Single Stocks in a Week,
JPMorgan Says" [Continuing increase in direct stock investing
by individuals]
-
June 17, 2023, Dow Jones
MarketWatch: "Bank of America execs blew $93.6 billion. Here’s how
they did it." [Questions raised by bank use of its "main
ingredient of earnings" for buybacks]
-
May 22, 2023, Reuters:
"State Street to offer proxy voting choices to retail investors"
[Progress of fund manager programs to offer customers control of proxy
voting]
-
May 15, 2023, Financial Times:
"Record buyback spree attracts shareholder complaints" [Recent
buyback activity stirs increased controversies]
-
May 2, 2023, Bloomberg:
"Icahn Hit by Hindenburg Short as Activist Becomes Target"
[Professional exploitation of questions raised about professional
activist]
-
March 8, 2023, Reuters: "With dealmaking slowing, activist hedge
funds target companies' top brass" [More observations of
professional activists' efforts to demonstrate their value]
-
February 14, 2023, Bloomberg: "Goldman Activism Head Says
Companies Face ‘Swarm’ of Agitators" [Corporate defense advisers
share enthusiasm of professional activists for new "swarming"
opportunities]
-
February 7, 2023, Bloomberg: "Activists Return to Big Attacks With
$400 Billion Chase List" [More attention to professional activists
seeking attention]
-
February 1, 2023, Wall Street Journal: "Disney, Salesforce and
Others Draw Activist ‘Swarm’ After Shares Decline" [Trend of "swarm"
(f/k/a "wolf pack") attacks by professional activists]
-
January 23, 2023, Axios: "Exclusive: Robinhood-owned Say launches
shareholder messaging" [Re-launching of venture supporting direct
corporate communication with retail investors]; see also
-
January 9, 2023, Bloomberg: "US Corporations Are Still Lining Up
to Buy Back Their Own Shares" [Continuing controversies about use
of corporate capital for management of stock]
-
January 3, 2023, Semafor: "A win for corporate raiders"
[Progress of regulatory updating of reporting for informed investor
decisions]
-
December 14, 2022, ETF Stream: "State Street joins BlackRock and
Vanguard in devolving proxy voting powers" [Further fund marketing
of shareholder voting rights]
-
November 22, 2022, Financial Times: "BlackRock opens door for
retail investors to vote in proxy battles" [Expanded marketing of
shareholder voting rights]
-
October 13, 2022, ALM | Think Advisor: "Schwab Pilots New
Broadridge Proxy Polling Solution: Tech Roundup" [Leading
shareholder communication service provider introduces tools for broker
response to evolving retail investor interests]
-
September 10, 2022, Axios: "The problem of indolent retail
shareholders" [Meme trading distortions of voting as well as
pricing]
-
September 9, 2022, Wall Street Journal (article and videos): "Robinhood
Unveils Index to Track Customers’ Favored Stocks" [Exploiting
market for what Keynes and Graham termed "beauty contest" speculation]
-
August 26, 2022, Insightia: Activism & Voting This Week
[New rules for defining shareholder interests in corporate management]
-
August 19, 2022, Bloomberg: "BlackRock Warns SEC’s Plans on ESG
Disclosures Will Backfire" [Different views of what information
investors need for decisions about use of their capital]
-
July 15, 2022, Financial Times: "BlackRock’s Fink blames
investment climate ‘not seen in decades’ for profit miss" [Largest
investment manager counters declining assets with adaptive marketing and
"juniorising" responsibilities]; see also related
July16, 2022,
Financial Times: "We should worry about price of food more than
petrol, warns BlackRock’s Fink" [Largest investment manager urges
market focus on essential asset class]
-
June 24, 2022, Insightia: Activism & Voting This Week [New
activist venture to address the largest shareholder vote of most public
companies]
-
June 18, 2022, The Wall Street Journal: "The 70 BlackRock
Analysts Who Speak for Millions of Shareholders" [Increasing
marketplace concerns about intermediary concentration of other people's
voting power]
-
June 6, 2022, Financial Times: "How ESG investing came to a
reckoning" [New focus on old purpose of committing capital to
society's production of goods and services]
-
June 2, 2022, Reuters: "Engine No. 1 rushes to back ESG
disclosures at top companies" [New business model challenges
traditional ISS/Glass Lewis advisers for defining shareholder voting
policies]
-
May 13, 2022, Institutional Investor: "Why Is Bill Ackman Backing
This Anti-Woke Firm?" [Practical politics of 2+20]
-
May 10, 2022, Sifted/Financial Times: "Meet the three university
friends that want to give voting rights to BlackRock shareholders"
[Another new fintech venture supporting retail voting engagement]
-
March 24, 2022, Bloomberg | Opinion: "The SEC Wants to Stop
Activism" [Possible regulatory actions to control controversial
shareholder communications]
-
March 1. 2022, CNBC: "A new BlackRock shareholder power that may
tilt proxy battles of the future" [Testing fund manager's offering
control of voting rights to owners of managed capital]
-
February 18, 2022, Insightia: Activism & Voting This Week
[Expanding capital and scope of professionalized shareholder activism]
-
February 7, 2022, The Wall Street Journal: "Connecting With
Small Shareholders Remains a Challenge for Companies" [Managing
investor relationships with an increasingly significant retail segment]
-
January 27, 2022, The Wall Street Journal: "Omicron Pushes Some
Companies Back to Virtual Shareholder Meetings" [Continuing
applications of virtual investor meeting technologies]
-
December 15, 2021, The New York Times DealBook: "Exclusive:
Crowdsourcing shareholder activism" [New venture to support meme
activism campaigns]
-
November 8, 2021, Time (October 29, 2021, preliminary version):
"Chamber of Conscience" [Responsibilities for leadership of
enterprise communities]
-
October 9, 2021, The New York Times: "Lifestyles of the Rich and
Gullible: Theranos and Ozy Edition" [Underutilized investor access
to decision-making information]
-
October 7, 2021, The Wall Street Journal: "BlackRock Gives Big
Investors Ability to Vote on Shareholder Proposals" [Evidence of
market demand for expanded investor engagement in shareholder voting]
-
September 30, 2021, The New York Times: "Only 35% Pass Wall St.’s
Toughest Test. How Much Does That Matter?" [Establishing
professional recognition for investment analysis]
-
September 21, 2021, Institutional Investor: "Paul Singer’s
Elliott Is a ‘Risk’ to Pension Funds, Union Report Argues." [Pension
funds' statistical analysis challenges leading activist hedge fund's
performance claims]
-
August 12, 2021, Insider:
"Robinhood's stock democratization is never done, takes aim at
shareholder communication" [Investor communication
technologies acquired for marketing of retail investment services]
-
June 22, 2021, Reuters: "Engine No. 1 rolls out $100 mln ETF
after Exxon board victory" [New ETF promises retail investors
activist support of ESG issues at only 0.05% cost]
-
May 28, 2021, New York Times: "How Exxon Lost a Board Battle With
a Small Hedge Fund" [Demonstrating professionalized shareholder
activism]
-
May 21, 2021, New York Times: "New Owner Set for
Chicago Tribune, Daily News and Baltimore Sun"; see also May
21, 2021, The Morning Call (Allentown,
PA): "Hedge fund’s purchase of The Morning Call, other Tribune
newspapers approved by shareholders" [Philanthropists fail to
block sale of news publisher to controversial investment fund]
-
May 6, 2021, Washington Post: "In a hedge fund’s bid for
Tribune’s newspapers, a hidden risk lurks in the fine print"
[Questions raised about funding of proposed publisher buyout]
-
April 26, 2021, Wall Street Journal: "Companies Say They Are
Better Prepared to Host Virtual Annual Meetings This Year" [Current
need for adaptation stirs application of communication technologies and
principles defined in 2010]
-
April 18, 2021, Wall Street Journal: "Hotel
Magnate Seeks Help to Save Tribune Publishing Bid After Partner’s
Withdrawal"
[Second thoughts about trophy value of a newspaper]; see also
April 20, 2021, New York Post: "Time running out
for Stewart Bainum’s bid as Tribune sets May 21 vote"
[Searching for charitable contributions to outbid investors for control
of news publisher]
-
April 6, 2021, New York Post: "Due diligence underway for all of
Tribune, as Hartford group forms to buy Courant" [Progress of
efforts to organize buyers of local news publishers]
-
April 6, 2021, Bloomberg: "Tribune Journalists Are Close To an
Improbable Win in Quest for New Owners" [Community journalists
advocate cause of community news]
-
March 27, 2021, The Morning Call (Allentown, PA): "Morning Call
mystery bidder revealed: A Manhattan investor who sees opportunity in
Lehigh Valley news"; see also reference to report: March
29, 2021, Nieman Foundation at Harvard [Example of investor
interests in supporting adaptations of news publishers]
-
March 1, 2021, Wall Street Journal: "Companies Zoom In on Small
Shareholders Amid Retail Trading Frenzy" [New influencers of
"efficient market" for stock prices]
-
February 27, 2021, New York Times: "How Marty Baron and Jeff Bezos
Remade The Washington Post" [Advocate of FCS (Fundamental Common
Sense) applies it to another transitional business]
-
January 5, 2021, New York Post: "Hedge fund’s bid to buy rest of
Tribune Publishing met with resistance" [Opportunistic board
member focuses attention on improbable transaction while negotiating
questionable alternatives]
-
November 17, 2020, Institutional Investor: "Corporate Access Had
to Be Reinvented This Year. Investors Say JPMorgan Did It Best"
[Pandemic stimulates adoption of electronic communication for investor
access]
-
August 23, 2020, Wall Street Journal: "Shareholders Feel Muted as
Companies Switch to Virtual Annual Meetings" [Review of year's
focus on virtual meetings of shareholders]
-
July 27, 2020, Wall Street Journal: "Walgreens Says
Stefano Pessina to Step Down as CEO, Become Chairman"
[Results of another activist supported strategy]
-
July 10, 2020, The Deal: "Negative Say-On-Pay Votes Signal ‘Blood
in the Water’ for Activists" [Growing use of "Say on Pay" voting
data to analyze activist vulnerability]
-
July 4, 2020, New York Times: "Hedge Fund’s Run at Tribune
Publishing ends With a New Board Seat" [Independence Day focus on
evolving views of corporate "purpose"]
-
May 16, 2020, Wall Street Journal: "How Etsy Became America’s
Unlikeliest Breadbasket" [Renewed focus on purpose to produce
goods and services - Part 2: An example]
-
April 3, 2020, IR Magazine: "To postpone or go virtual? Companies
adapt investor day plans due to Covid-19 lockdown" [Corporate
adoption of virtual meetings for investor events]
-
March 18, 2020 IR Magazine: "Buy-side corporate access leaders
praise IR flexibility amid Covid-19 disruption | Demand for meetings
unchanged as investors praise videoconferencing" [Adaptations to satisfy
continuing need for decision-making information]
-
March 4, 2020 Wall Street Journal: "In Boston, Money Managers
Fire Shot at Wall Street Brokers | Investor conference next week will
cut banks out of a lucrative role" [Establishing direct investor
control of private corporate access]
-
February 19, 2020 The Deal: "Ex-Third Point Analyst Seeks to Oust
HC2’s Falcone" [Progress of proxy contest based on shareholder
survey]; see also subsequent reports:
-
February 11, 2020 Business Insider: "Here's why business experts
think Uber's 'profitability' pledge is misleading and meaningless"
[Fantasy analyses presented for real pricing - again]
-
December 2. 2019 The Deal: "TCI Urges Carbon Disclosures in New
ESG Push" [Activist campaign for leadership in contest with the
big index funds]
-
November 19, 2019 Wall Street Journal: "Companies Adjust
Financial Communications to Resonate With Humans and Robots"
[Corporate use of market research to manage shareholder communications]
-
November 19, 2019 Bloomberg: "SEC Chairman Cites Fishy Letters in
Support of Policy Change" [Another level of agency
manipulating the interests of ultimate investors]
-
October 8. 2019 The Deal: "Activist Target: HC2 Holdings"
[Determination of shareholder support for strategy and management
alternatives]
-
October 8, 2019 Wall Street Journal: "Corporate Board Elections
Getting a Little Less Cozy" [Increasing fund manager use of proxy
votes to advocate ESG policies]
-
September 20. 2019 The Deal: "Activists Push Regulatory,
Geopolitical Boundaries for Tie-Ups" [Activists discover pump&dump
is easier than stay&fix]
-
August 4, 2019 Financial Times: "Boeing and the siren call of
share buybacks | Fair-weather strategy carries risk for investors"
[Example of engineering short-term increase in EPS at expense of access
to capital needed for business viability]
-
July 9, 2019 IR Magazine: "T Rowe Price commits to using banks
for corporate access" [Fund manager assures willing to pay any
price for private access to information "integral to our investment
process"]
-
June 26, 2019 Wall Street Journal: "Giant Investors Are Coming
After One of Wall Street’s Cash Cows | Fidelity, T. Rowe, Wellington,
others collaborating to meet corporate CEOs without bank handlers"
[Large fund managers establishing private communications directly with
CEOs]
-
June
13, 2019 Bloomberg: "Access Denied? Investors Lament Shift to
Virtual Annual Meetings" [Virtual shareholder meeting process
adopted after 10 years by only 257 (4.5%) of 5,700 U.S. public
companies]
-
June 5, 2019 Wall Street Journal: "Boaz Weinstein Sues BlackRock
Alleging Corporate-Governance Failings" [Making practical
exceptions to policies]
-
May 4, 2019 Wall Street Journal: "In News Industry, a Stark
Divide Between Haves and Have-Nots" [Observations of
investments in the provision of decision-making information]
-
April 5, 2019 Barron's: "‘Corporate America Had Better Take
Note.’ Fund Managers Are the New Activist Investors." [Active fund
managers resuming direct responsibility for defining shareholder
interests]
-
March 28, 2019 Fortune: "CEO Pay May Soon Face a New,
Hard-to-Manipulate Yardstick As ISS Embraces 'EVA'" [ISS to
evaluate corporate performance based on EVA analytical model, with
consulting available to companies]
-
March 15, 2019 Reuters: "Mutual funds start to put their mouth
where their money is" [Fund managers rediscover benefits of
leadership in support of shareholder interests]
-
March 17, 2019 The Post and Courier (Charleston, SC): "IBM
returns to the Charleston region as a much different company"
[Making the most of old ways]
-
March 1, 2019 Financial Times: "Delaware hedge
fund tussle puts efficient market hypothesis in spotlight"
[Another, possibly final, round of attention to misused appraisal
rights]
-
January 30, 2019 CNBC: "This time, Tesla will take questions from
regular investors, not just analysts and YouTube nerds" [New venture
giving "voice" to "everyday investors"]
-
December 30, 2018 Wall Street Journal: "Mutual Fund Managers Try
a New Role: Activist Investor" [More fund managers advertising
their ability to influence portfolio companies]
-
December 26, 2018 Wall Street Journal: "Activist Investors Gain
Clout as Stocks Tumble" [Year of opportunity for the professionals
managing activist funds and defending their targets]
-
December 6, 2018 Reuters: "U.S. securities regulator should
demand more voting disclosure from fund managers: official" [SEC
Commissioner supports growing concerns about concentrated control of
companies by large fund managers]
-
August 7, 2018 Dow Jones MarketWatch: "Stock market to get $1
trillion boost via buybacks, says Goldman" [Pumping a trillion
dollars into the bid side of the secondary trading market]
-
July 27, 2018 Financial Times: "Dell’s return to stock market
leaves a bitter taste | Billionaire relists the PC company he founded at
a much higher valuation" [Suggesting that shareholders rely upon
Icahn instead of courts to support integrity of capital investments]
-
July 18, 2018 Bloomberg: "A $3.6 Trillion Regulatory Hole Around
ETFs Gets SEC Scrutiny" [Considering demystification of index
selections]
-
July 8, 2018 Wall Street Journal: "Stock Buybacks Are Booming,
but Share Prices Aren’t Budging | Some analysts worry companies are
buying their shares at excessive valuations, while others say cash could
have gone toward capital improvements" [Increasing questions about
buyback engineering]
-
June 28, 2018 Wall Street Journal: "Walgreens to Buy Back $10
Billion in Shares, Raises Dividend | Drugstore chain becomes the latest
company to return additional capital to investors following new U.S. tax
law" [Risking ability to adapt for engineering of current stock
trading price]
-
June 19, 2018 Wall Street Journal: "Private-Equity Firms Rethink
Their Short-Term Focus | Some look to stay invested in companies for
unlimited periods" [New trend of private access to long term
investments in the production of goods and services]
-
June 14, 2018 Wall Street Journal: "Big Investors Don’t Want Wall
Street Analysts Snooping on Them | Investors are concerned that sharing
readership habits with banks’ other clients could give rivals an edge"
[Selling investors access to other investors' access]
-
June 10, 2018 Wall Street Journal: "Insiders Pocket Gains on
Buybacks, Vexing Regulator" [Regulator questions executive
explanations of buyback benefits to their corporation when they sell
their own shares]; for the subsequent speech anticipated in the article,
see June 11, 2018, Commissioner Robert J. Jackson, Jr., of the U.S.
Securities and Exchange Commission, speech at the Center for American
Progress: "Stock Buybacks and Corporate Cashouts" [Research and
data supporting regulator's concerns about misuse of stock buybacks]
-
June 7, 2018 Directors and Boards: "Buffett and JPMorgan's Dimon
Want to Ditch Quarterly Earnings Estimates?" [Board views
of support
initiative to discourage focus on short term financial targets]
-
May 30, 2018 Bloomberg: "Besieged by Activist Investors? Goldman
Now Has an App for That" [Trends in investment banking competition
for activist defense engagements]
-
May 14, 2018 Financial Times: "Supine shareholders need to stand
up to directors" [Observations encouraging active voting by
individual shareholders]
-
May 10, 2018 Dow Jones MarketWatch: "Boeing, Caterpillar and
Deere stand out in select group of industrial winners | They’re among 16
companies that are boosting profitability and sales per share"
[Analysis focused on a company's competitive success in producing goods
and services]
-
May 9, 2018 Wall Street Journal: "Wells Fargo Improperly Kept a
Pension Fund’s Fee Rebates" [Looking at the 8% of Gross Domestic
Product cost for financial services]
-
May 4, 2018 Wall Street Journal: "The Free Trips Your Financial
Adviser Takes Could Cost You | Wining and dining with money managers for
free under tropical skies could cloud his or her judgment"
[Professional trading in access]
-
March 28, 2018 Wall Street Journal: "Does Verizon Really Pay the
Typical Worker 60% More Than AT&T? | New figures show differences in how
firms operate, limitations of SEC disclosure requirements" [Minor
details of SEC-reported corporate compensation data]
-
February 21, 2018 Financial Times: "Hedge funds fight to save M&A
arbitrage strategy | Challenging deal prices in court has become risky
after latest ruling in Delaware" [More confusion about court
theory meaning that "Warren Buffett wouldn’t be Warren Buffett"]
-
February 12, 2018 Financial Times: "Shareholders win a new legal
tool to challenge M&A deals" [Another rediscovery of stockholder
rights to corporate records]
-
February 7, 2018 Wall Street Journal: "BlackRock’s Larry Fink
Wants to Become the Next Warren Buffett | World’s largest asset manager
looks to raise over $10 billion to make direct investments in companies"
[Biggest manager of low-cost index funds now offering investors
something better, for higher fees]
-
February 6, 2018 TheStreet: "Carl Icahn and Other Activists Eye
New Possibilities Following Market Plunge" [Activist professionals
adapt old stockbroker's "buying opportunity" pitch to promote their
uncorrelated assets]
-
February 2, 2018 Bloomberg: "Big Pay Packages Are a Powerful
Weapon for Activist Investors | Shareholder votes have focused attention
on the link between compensation and company performance. Here's how
hedge funds use executive pay as a lever." [Activist and hedge
fund use of Shareholder Support Rankings]
-
January 26, 2018 Wall Street Journal: "Meet an Intrepid
Stock-Market Sleuth. He Just Turned 19 Years Old" [An essential
element of analyzing a company's ability to generate real profits]
-
January 16, 2018 Wall Street Journal: "BlackRock CEO to
Companies: Pay Attention To ‘Societal Impact’" [World's biggest fund
manager informs portfolio companies of policies and doubles staff for
"engagement"]; see also January 20, 2018 Wall Street
Journal: "At BlackRock, Vanguard and State Street, ‘Engagement’ Has
Different Meanings" [How funds controlling 18% of S&P500 manage
their expanding staff performance of "engagement" to guide corporate
policies]
-
January 12, 2018 TheStreet: "With Apple Campaign, Activist Jana
Partners Polishes Its Brand" [Professional views of activist
fund's pioneering support of a social issue selected to attract
potential investors and allies]
-
January 10, 2018 Wall Street Journal: "Advisers at Leading
Discount Brokers Win Bonuses to Push Higher-Priced Products"
[Questions raised about financial service firms' incentives to steer
clients]
-
January 8, 2018 Bloomberg View: "What Do Investors and Companies
Talk About?" [Careful academic research documents what everyone
knows about preferential access]
-
January 7, 2018 Wall Street Journal: "iPhones and Children Are a
Toxic Pair, Say Two Big Apple Investors" [New activist fund
established to support institutional investor interests in long term
production of goods and services]
-
December 28, 2017 Financial Times: "Hedge funds face ‘game over’
for buyout strategy" [Reactions to court ruling's discouragement
of disruptive "appraisal arbitrage" practices]
-
December 14, 2017 Reuters: "Court reverses Dell buyout ruling
that alarmed dealmakers" [Court considers "fair value" defined by
market pricing, eliminating appraisal as protection from opportunistic
buyouts]
-
December 14, 2017 Dow Jones MarketWatch: "How to find value amid
a boom in U.S. housing stocks" [Analyzing long term business
viability in selection of cyclical stocks]
-
November 28, 2017 Dow Jones MarketWatch: "Opinion: Here’s a
better way to screen for dividend stocks so you don’t get burned"
[Using primary source data to analyze a company's ability to maintain
dividends]
-
November 23, 2017 Wall Street Journal: "Saying Bye to Buybacks |
Companies in the S&P 500 are on pace to spend the least on buybacks
since 2012" [Evidence of decline in corporate buybacks of stock]
-
November 17, 2017 Dow Jones MarketWatch: "Opinion: Wal-Mart might
finally be a better investment than Amazon" [Basing investment
decisions on analysis of competition to produce goods and services]
-
November 10, 2017 The New York Times | Fair Game: "After 20 Years
of Financial Turmoil, a Columnist’s Last Shot" [Explaining the
requirements of a fair marketplace]
-
November 8, 2017 Wall Street Journal: "SEC’s Clayton Urges Review
of Shareholder Voting" [SEC considering renewed effort to update
proxy processes for support of ultimate investor interests]
-
October 23, 2017 Dow Jones MarketWatch: "Apple and Nike show that
stock performance is linked to how CEOs invest money | A measure called
return on corporate capital is revealing — and there’s a free investor
tool for research" [Use of consistent, reliably sourced data to
measure corporate use of investors' capital]
-
October 23, 2017 Chief Investment Officer: "In Depth: Growth in
Virtual-Only Meetings a Concern for Institutional Investors" [Another
year of efforts to redefine acceptable practices for communication at
shareholder meetings]
-
October 13, 2017 TheStreet: "Walmart's $20 Billion Buyback May Be
Bid to Forestall Potential Activists" [Questioning the use of
capital for stock pumping instead of adaptation to new industry
competition]
-
October 6, 2017 The New York Times | Fair Game: "Small Investors
Support the Boards. But Few of Them Vote." [Renewed attention to winning
the shareholder voting support of ultimate investors]
-
September 13, 2017 The New York Times | Fair Game: "Consumers,
but Not Executives, May Pay for Equifax Failings" [Raising the
question of why investors support a company's management compensation]
-
September 8, 2017 The New York Times | Fair Game:
"Sarbanes-Oxley, Bemoaned as a Burden, Is an Investor’s Ally"
[Need to ask who would want less rigorous oversight of financial
reporting, and why]
-
August 17, 2017 Law360: "Paul Weiss Accused By Financial Co. Of
Bad Merger Advice" [Conglomerate sues legal counsel for
failing to explain procedures that could have blocked litigation claims
of unfair buyout]
-
August 4, 2017 The New York Times | Fair Game: "The Accounting
Tack That Makes PayPal’s Numbers Look So Good" [Continuing
investor encouragement of fantasy financial reporting]
-
August 1, 2017 Law360: "Del. Justices Reverse Appraisal Of
$1.3B DFC Global Buyout" [Delaware Supreme Court decides market
price is the same as intrinsic value for purposes of appraisal rights]
-
July 14, 2017 The New York Times | Fair Game: "Big Pharma Spends
on Share Buybacks, but R&D? Not So Much" [Increasing attention to
use of corporate capital for buybacks instead of production of goods and
services]
-
June 26, 2017
Dow Jones MarketWatch: "Wall Street really hates giving any stock
a ‘sell’ rating | Not a single S&P 500 stock has majority ‘sell’ ratings
from analysts" [New data shows same old problem with published
analyst views]
-
May 26, 2017
The New York Times | Fair Game: "The Trump Effect on C.E.O. Pay"
[This year's list of highest paid CEOs shows rewards unrelated to
production of goods and services]
-
May 22, 2017
Wall Street Journal: "Companies Are Winning the Battle Over
Adjusted Earnings" [Companies more successful in explanations than
in competitive use of capital]
-
April 13, 2017
CoinDesk: "Broadridge Completes Blockchain Proxy Voting Trial"
[Manager of existing proxy voting processes reports testing of bitcoin
technologies for needed improvements]
-
April 5, 2017
Bloomberg BNA: "Delaware Eyeing Blockchain to Improve Corporate
Processes" [Proposed new laws to enable replacement of obsolete
processes for securities records]
-
March 31, 2017
The New York Times | Fair Game: "Meet the Shareholders? Not at
These Shareholder Meetings" [Another round of controversy about
the use of new communication tools to restrict instead of expand
investor access]; see also responding professional views:
-
March 24, 2017
The New York Times | Fair Game: "Want Change? Shareholders Have a
Tool for That"
[Encouraging shareholder assumption of
responsibility to assure management rewards only for real corporate
performance]
-
March 21, 2017
The New York Times | DealBook: "Dole Case Illustrates Problems in
Shareholder System" [Professor adds confusion to problems with
obsolete management of stock ownership records]
-
March 19, 2017
The New York Times: "Hedge Fund Titan’s Surefire Bet Turns Into a $4
Billion Loss"
and "How a Big Wager on Valeant Played Out"
[Learning the difference between clever bets on manipulation and
sensible investments in the production of goods and services]
-
March 8, 2017
The New York Times | DealBook: "Valuation Shell Game: Silicon
Valley’s Dirty Secret" [Questions raised about professional
valuations of corporate stock]
-
March 7, 2017 CNBC: "One of the most secretly powerful voices in
business says hedge funds are ‘wolves’ that damage typical US investors"
[TV commentators' views of long term investor interests defined by
leading authority]
-
March 3, 2017
TheStreet: "Laster: Remove the Cobwebs From Stock Record-Keeping"
[Increasing attention to investor costs of obsolete systems for
securities records]; see also
February 24, 2017
FinOps: "Dole Class Action Ruling: Short-Selling Clawback Next?"
[Legal experts offer irrational solution to irrational securities
regulations: sue the short-sellers]
-
February 23, 2017 Wall Street Journal: "‘Tailored’ Accounting
Takes Companies Into Alternate Reality" [Renewed attention to
requiring management reports based on comparable GAAP results]
-
February 21, 2017
Wall Street Journal: "HSBC to Buy Back More Shares After Net Loss
Widens | Stock price falls sharply" [Bank recognizes management's
inability to compete successfully with expanded liquidation plan]
-
February 18, 2017
New York Times | Fair Game: "Yes, Mr. President, Banks Are
Lending" [Professional capital allocators using their own capital
for financial engineering instead of productive growth]
-
February 15, 2017 Law360: "Chancery Lets Stockholders Amend
$116M Dole Settlement" [Another court decision addresses obsolete
processes for recording stock ownership rights]
-
January 28, 2017
Financial Times: "BlackRock, Vanguard and State Street bulk up
governance staff | BlackRock, Vanguard and State Street expand policing
of companies they invest in" [Biggest investors staffing to guide
governance of all indexed companies instead of selecting competitors for
capital]
-
January 26, 2017
Wall Street Journal: "Former Employee Wins Legal Feud to Open Up
Startup’s Books | Delaware ruling against Domo highlights shareholders’
rights as companies stay private longer" [New companies and new
shareholders discover stockholder rights to information access]
-
January 24, 2017
Financial Times: "Larry Fink tells US companies to invest
repatriated cash | BlackRock chief urges executives to use planned Trump
tax reforms to boost US growth" [Largest investor's annual letter
to portfolio companies reiterates need to use corporate capital for
production of goods and services]
-
January 19, 2017 Wall Street Journal: "New Wall Street Conflict:
Analysts Say ‘Buy’ to Win Special Access for Their Clients" [Renewed
concerns about preferential access, now with analysts offering it to
clients]; see also commentary in
January 20, 2017, Matt Levine in Bloomberg View: "Wall Street
Analysts Give Investors What They Want | It's just not what regulators
think they should want." [Marketplace requires analysts to
provide clients access to private communication, with research only a
supporting function]
-
January 15, 2017
Financial Times: "BlackRock demands end to excessive executive pay"
and January 16, 2017
Financial Times | Alphaville: "Let he who has increased wages in
line with their CEO’s salary cast the first BlackRock" [Starting a
new year of attention to executive compensation's relationship to
production of goods and services]
-
January 12, 2017 Wall Street Journal: "SEC Backs “Virtual-Only” Annual
Meeting Option" [Continuing controversy about "virtual-only"
shareholder meetings]
-
December 27, 2016
Wall Street Journal: "CEOs Should Focus on Long Term, Study Says
| Authors contend that switching from short-term gains to a long view
improves profits and sales" [Academic study of shareholder voting
support for executive incentives that encourages creation of long term
value]
-
November 28, 2016
TheStreet: "Elliott Urges Cognizant Debt Hike for M&A and Share
Buybacks"
[Analysis of activist proposal for competitively efficient company's
"capital distribution program"]
-
November 8, 2016
Wall Street Journal: "The Two Words That Earn CEOs a Pay Raise |
Study finds that executives who name shareholder value as key priority
receive larger pay increases" [Academic research supports
assumptions about advantages of basing pay on talk instead of performance]
-
October 27, 2016
Wall Street Journal: "SEC Probes Whether Companies Are Misusing
Adjusted Earnings Metrics" [Renewed regulatory attention to
renewed reporting of fantasy numbers]
-
October 24, 2016
Wall Street Journal: "Meet the New Corporate Power Brokers: Passive
Investors
[Evolving voting constituencies and influence in
corporate elections]
-
October 21, 2016 Wall Street Journal: "Turning to Blockchain to
Protect Investor Votes" [Judge encourages institutional investor
support of public interest in improved control of voting rights]
-
October 12, 2016
Wall Street Journal: "Pension Contributions Could be Bigger Boost to
EPS than Buybacks: GSAM"
[Financial engineers selling employee-friendly
alternative to stock buybacks]
-
September 23, 2016
New York Times | Fair Game: "Your Mutual Fund Has Your Proxy,
Like It or Not" [New research resources for analyzing fund manager
support of investor interests]
-
September 19, 2016
Forbes: "Michael Dell's MSD Capital Joins
Shareholders Challenging NorthStar And Colony Capital Merger"
[Making use of experience with buyouts priced below fair value]
-
September 7, 2016 Reuters: "NetSuite shareholder T. Rowe Price
opposes sale to Oracle" [Leading investor making use of lessons
from Dell appraisal case]
-
September 1, 2016
New York Times | Fair Game: "EpiPen Price Increases Could Mean
More Riches for Executives" [Quick and easy ways to fabricate
shareholder value]
-
August 23, 2016
Bloomberg: "‘Earnings Hysteria’ Pits ISS Against Clinton and Fink on
CEO Pay" [Questioning "good governance" doctrine of management
"alignment" based on stock price]
-
August 19, 2016
New York Times | Fair Game: "Bloated Pay Came Before Hain
Celestial’s Error" [Observations that both executive pay and
accounting unrelated to business performance]
-
August 12, 2016
New York Times | Fair Game: "A Simple Test to Dispel the Illusion
Behind Stock Buybacks" [Combination of logic and facts applied to
use of stock buybacks]
-
August 10, 2016
Wall Street Journal: "Activist Investor Calls on Goodyear to Boost
Capital Returns | Marcato Capital calls on tire giant to return $4.5
billion over next three years as stock languishes"
[Another example of
an activist proposal for buybacks to stimulate current stock price]
-
August 4, 2016
Wall Street Journal: "Companies Routinely Steer Analysts to Deliver
Earnings Surprises" [Refining the art of market manipulation with
preferential access]
-
August 4, 2016 Reuters: "BlackRock's voting record clashes with
CEO's tough talk on buybacks" [Research of shareholder voting
shows lack of support for proxy proposals intended to discourage stock
buybacks]
-
July 19, 2016
Wall Street Journal: "Companies Forgot About Mom-and-Pop
Investors...Until Now | Under pressure, companies turn to individual
shareholders to help fight their battles" [Rediscovering
foundations of shareholder support]
-
July 14, 2016
New York Times | The Opinion Page: "How Excessive Executive Pay
Hurts Shareholders" [Concern about stock buyback abuses addressed
by editorial board as national public interest]
-
July 12, 2016
Wall Street Journal: "Buybacks Pump Up Stock Rally | Shares
outstanding in the S&P 500 have fallen this year from year-earlier
levels, on track for the first yearly decline since 2011"
[Increasing reliance on stock buybacks to prop up capital markets]
-
July 8, 2016
New York Times | Fair Game: "Investors Get Stung Twice by
Executives’ Lavish Pay Packages" [Investor analysis of combining
stock compensation and stock buybacks]
-
July 8, 2016,
Reuters: "Delaware judge rules DFC Global was sold
too cheaply in 2014" [Delaware Chancellor endorses practice of
rejecting widely divergent expert views to perform own independent
appraisal]
-
June 26, 2016
New York Times | Strategies, : "Buybacks by Companies Like Apple
May Signal Danger, Not Growth" [Questions raised about ability of
top users of buybacks to compete in production of goods and services]
-
June 17, 2016
New York Times | Fair Game: "How to Gauge a C.E.O.’s Value? Hint:
It’s Not the Share Price" [Relating executive pay to competitive
production of goods and services]
-
May 31, 2016 Financial Times: "Delaware court finds Dell’s
$24bn buyout underpaid investors" [Reactions to court determination
that Dell's fair value exceeded its fair price]; see also
-
May 31, 2016
Law360: "Chancery's Dell Ruling Gives New Life To
Appraisal Actions" [Court decision in Dell valuation confirms Forum
participants' views of appraisal rights]
-
June 1, 2016 Bloomberg View: "Michael Dell Bought His
Company Too Cheaply" [Former investment banker/lawyer concedes
validity of court's intrinsic value analysis but opposes support of
long term capital investment]
-
June 1, 2016 Reuters: "U.S. court rules $24.9 billion Dell
buyout underpriced by 22 percent" [Court's Dell decision
provides foundation for professional investment in appraisal rights]
-
June 1, 2016 Wall Street Journal: "Judge Finds Michael Dell,
Silver Lake Underpaid for Dell in 2013" [Reactions to court
determination that Dell's fair value exceeded its fair price]
-
June 2, 2016 Fortune: "How Michael Dell Shortchanged
Shareholders While Doing Nothing Wrong" [Court's Dell decision
stimulates interest in understanding appraisal rights]; see also
related
June 2, 2016 Fortune: "The Biggest Winner in the Dell
Settlement Was Hoping to Lose" [Profile of "appraisal
arbitrage" investor in Dell case]
-
June 6, 2014 New York Times | DealBook: "Who Decides ‘Fair
Value?’ In Dell’s Case, a Judge" [Example of anticipated
confusion about appraisal (and investor) distinction between fair
price and fair value]
-
June 7, 2016 Wall Street Journal: "Dealpolitik: Is Delaware
Law Rigged Against the Small Shareholder?" [More confusion
about law supporting rights of all shareholders to realization of
long term intrinsic value]
-
June 7, 2016 New York Times | DealBook: "Ruling on Dell
Buyout May Not Be Precedent Some Fear" [View of Dell appraisal
decision based on understanding some but not all of court's
definition of fair value]
-
June 8, 2016 Bloomberg BNA: "'Dell' Ruling Raises Questions
Over Fair Value of Buyouts" [More confusion among lawyers about
investment principles explained in Dell appraisal decision]
-
June 11, 2016 Barron's: "Michael Dell’s $6 Billion Holdup |
A judge recently ruled that Michael Dell and Silver Lake underpaid
Dell shareholders by $6 billion" [Columnist's observations
about having correctly evaluated Dell buyout]
-
June 13, 2016 Financial Times: "A ding-dong in Delaware | A
dispute brought by Dell investors shows that valuations should be
more than academic" [Questions raised about reliance upon
professional experts to determine fair value]
-
May 26, 2016
Wall Street Journal: "CEO Bonuses: How Pro Forma Results Boost Them
| Reported earnings faltered last year; to help set bonus payments, many
companies relied on pro forma measures" [Real rewards based on
imaginary performance]
-
May 24, 2016
Wall Street Journal: "Startup Employees Invoke Obscure Law to Open
Up Books | Delaware law is potentially valuable tool for employees and
investors who now question their shares’ worth" [Private company
investors discover all stockholders have rights to be informed]
-
May 18, 2016
Wall Street Journal: "Burberry Battles Slump With Cost-Cutting,
Share Buyback" [Another company's board responds to competitive challenges
by reducing capital available for adaptation]
-
May 16, 2016
Wall Street Journal: "Oil Companies Are Still Paying Their CEOs to
Pump | Many big production firms still base executives’ bonuses largely
on how much crude they find and extract"
[Learning that incentives to
pump production volume can be as bad as incentives to pump stock price]
-
May 10, 2016 Wall Street Journal: "Boeing’s Buyback Spending
Makes Some Analysts Jittery | Plane maker’s plans raises concerns about
cash flow for future buybacks and R&D" [World's biggest plane maker
pressing customers for cash advances to support stock pumping]
-
May 10, 2016
Wall Street Journal: "Allergan Realigns Executive Team, Outlines $10
Billion Stock Buyback | Revenue for first quarter falls shy of
expectations, though adjusted profit edges above" [Another example
of reliance on financial manipulations instead of business performance]
-
May 3, 2016
Wall Street Journal: "The Hottest Metric in Finance: ROIC"
[Debating how to measure profits from use of capital to produce goods
and services]; see also related
-
May 2, 2016
Wall Street Journal: "Financial Engineering Shows Its Downside | Is
the stock market engaged in unsustainable financial engineering in an
effort to satisfy shareholders?" [Concerns about value created by
manipulation of earnings instead of increased profits from operations]
-
May 2, 2016
Reuters: "Capital Group leaders look to rein in inflated CEO pay"
[Fund manager response to its investors' concerns about portfolio
company executive compensation]
-
April 27, 2016
Reuters: "Investors want mutual funds to get tougher on CEO pay:
Reuters/Ipsos poll" [Survey of ultimate investor interests in fund
manager support of corporate compensation practices]
-
April 26, 2016 TheStreet: "Are Activist Hedge Fund Managers to
Blame for Mega-Deal Failures?" with video
"How Activists Make Money at Getting
Mega Mergers Blocked" [Stock manipulators discover opportunities
in merger pump-and-dump plays]
-
April 22, 2016
New York Times | Fair Game: "Fantasy Math Is Helping Companies
Spin Losses Into Profits" [Renewed acceptance of investment
analysis based on alternatives to reality]
-
April 13, 2016
Institutional Investor: "Canada’s CPPIB Leads New Effort to Promote
Long-term Investing | Pensions and sovereign wealth funds try to change
corporate behavior with new index" [Developing commercial
applications of "sustainable" enterprise investment]
-
April 15, 2016
New York Times | Fair Game: "BlackRock Wields Its Big Stick Like
a Wet Noodle on C.E.O. Pay" [Opportunities to align investor and
management interests in production of goods and services]
-
April 13, 2016
Forbes: "Valeant Pharmaceuticals' Prescription For Disaster"
[Reconsidering "alignment" of incentives based on stock price instead of
production of goods and services
-
March 29, 2016
Financial Times: "Activist hedge funds found wanting in essential
tasks | US hedge funds not fulfilling function of making profits and
helping wider investor community" [Marketplace and political
reactions to short term manipulations of activist funds]
-
March 28, 2016
Investment News: "Stock buyback plans do little for long-term
investors | Corporate execs, activist investors get the biggest bang
from repurchase plans" [Publication for investment advisers reports
concerns about stock buybacks]
-
March 25, 2016
New York Times | Fair Game: "In Yahoo, Another Example of the
Buyback Mirage" [Increasing concerns about illusions created by
stock buybacks]; for market reactions to this article, see
March 28,
2016, CNBC video commentary of Eric Chemi and interview of David Nelson,
Belpointe Asset Management: "Long-term, buybacks a death warrant: Pro"
-
March 23, 2016 Wall Street Journal: "Pension Accuses LPL
Financial of Fraudulently Favoring Big Shareholder | Fund alleges
brokerage firm misled investors amid share buyback that benefited
private-equity firm TPG" [Stock broker allegedly used buybacks to
pump its own stock price for insider's sale]
-
March 16, 2016 Wall Street Journal: "Buybacks Aren’t What They
Used to Be | Investors aren’t rewarding companies that deploy the
biggest buybacks as much as they once did" [Indications that stock
buybacks becoming less effective in influencing stock price]
-
March 11, 2016 New York Times | Fair Game: "Stock Buyback Plans,
Seen as Shareholder Boon, Can Backfire" [Stock manipulations that
benefit sellers at expense of continuing investors]
-
March 11, 2016 Financial Times: "US companies embrace virtual
annual meetings | Moving from a conference centre to the internet allows
you to boast about improving shareholder access" [Current views of
both expanding participation and restricting communication with
electronic access to shareholder meetings]
-
March 9, 2016 CFO: "$300B Capex Lost in Recession Goes Unreplaced
| A huge dollar amount has vanished from corporate America’s investment
in capex" [Accounting professor confirms diversion of
capital for stock buybacks has reduced assets for production of goods
and services]
-
March 6, 2016 Financial Times: "The so-called death of
event-driven investing | The activists’ playbook for juicing shareholder
returns is not working, says Stephen Foley" [Market trends
indicating professional activists will become "less loud"]
-
March 4, 2016 Activist Insight: "Activism this week"
[BlackRock endorses practice of directly managed activism to oppose
portfolio company's management]
-
February 28, 2016 Wall Street Journal: "Share Buybacks: The Bill
Is Coming Due" [Realizing that using corporate capital for
buybacks does not improve production of goods and services]
-
February 22, 2016 Financial Times | Agenda: "Negative TSR Prompts
Hard Look at Exec Pay" [Another reason to switch "alignment" of
management compensation from stock price to production of goods and
services]
-
February 24, 2016 IR Magazine (also published in affiliated
Corporate Secretary): "8 blows in the activist battle royale | A new
conference brought together activists, directors, corporate executives
and pension funds" [Views of professionals on all sides of
evolving activist challenges]
-
February 16, 2016 Wall Street
Journal: "Don’t Make Me Do This: Rise of the Reluctant Activist"
[Returning to "real" investor's control of issues instead of reliance on
professional activist agents]
-
February 6, 2016 New York Times | Fair Game: "Fining Bankers, Not
Shareholders, for Banks’ Misconduct" [Proven means of aligning
executive incentives with long term investor interests]
-
February 4, 2016 Dow Jones MarketWatch: "Share buyback machine
remains in overdrive and experts warn it will end badly | Companies are
draining funds with buybacks, instead of investing in growth"
[Observations of long term implications of short term buyback practices]
-
February 3, 2016 Financial Times: "Dimon-led governance project a
tough sell" [Asset manager focus on long term investment
objectives stirs client assertion of policy interests]
-
February 2, 2016 Bloomberg: "BlackRock Chief Urges Companies to
End Quarterly Profit Guidance" [Largest asset manager endorses
corporate policies that support use of capital for long term production
of goods and services]
-
February 1, 2016 Financial Times: "Top US financial groups hold
secret summits on long-termism" [Expanding fund manager
appreciation of need to invest in long term production of goods and
services]
-
January 21, 2016 Wall Street Journal: "Activists Beware: Huge
Investors Debut New Long-Term Index" [Developing global support of
capital allocations to long term production of goods and services]
-
January 2, 2016 New York Times | Fair Game: "FASB Proposes to
Curb What Companies Must Disclose" [Starting 2016 with debate
about who should decide what investors need to know]
-
December 26, 2015 Wall Street Journal: "Activism’s Long Road From
Corporate Raiding to Banner Year" [Historical perspective of 2015
activist frenzy]
-
December 15, 2015 New York Times | DealBook: "Remaking Dow and
DuPont for the Activist Shareholders" [Questions raised about
restructuring for current market pricing instead of for production of
goods and services]
-
December 14, 2015 Wall Street Journal: "U.S. Corporations
Increasingly Adjust to Mind the GAAP | The use of figures that exclude
certain items is becoming more prominent in corporate filings"
[Increasing media and regulatory attention to resumed use of fantasy
metrics]
-
December 12, 2015 Barron's: "Investor Activism Doesn’t Work With
Tech Companies | For all their sound and fury, activist investors, in
general, bring little to the table with tech stocks" [Activism
in tech sector shows negative effect on production of goods and
services]
-
December 9, 2015 Wall Street Journal: "Dow-DuPont Merger: Better
Living Through Layoffs | This is not an America playing to win. It’s an
America playing not to lose." [Reducing capital
allocation if not justified for production of goods and services]
-
November 25, 2015 New York Times | DealBook: "Pfizer Didn’t Need an
Inversion to Avoid Paying U.S. Taxes" [Use of non-taxable
funds for stock buybacks instead of the production of goods and services]
-
November 22, 2015 Wall Street Journal: "Is the Surge in Stock
Buybacks Good or Evil?" [Increasing concern about use of corporate
capital to pump stock price and executive pay]
-
November 18, 2015 New York Times: "How Amazon’s Long Game Yielded
a Retail Juggernaut" [Example of successful investment in
production of goods and services]
-
November 17, 2015 Wall Street Journal: "Regulators Look Into
Mutual Funds’ Procedures for Valuing Startups" [Regulatory
attention to fund managers making up their own performance reports]
-
November 16, 2015 Reuters | Investigates: "How the cult of
shareholder value has reshaped corporate America | The Cannibalized
Company" [Spreading investment and political concerns about use of
capital to manage stock price instead of to produce goods and
services]
-
November 10, 2015 Dow Jones MarketWatch: "Opinion: How to pick
stocks that will outperform for the next 20 years" [Selecting long
term investments based on competitive use of capital to produce goods
and services]
-
November 8, 2015 Reuters: "INSIGHT - Activist stampede pushes
board directors into shareholders' arms" [Boards responding to low
shareholder support with controversial playbooks for selective
"engagement"]
-
November 6, 2015 New York Times | Fair Game, : "A Hedge Fund
Sales Pitch Casts a Spell on Public Pensions" [Investing based on
manager's marketing skill instead of use of capital to produce goods and
servicesl]
-
November 4, 2015 New York Times | DealBook: "The Risks and
Rewards of Short-Termism" [Academic focus on marketplace
encouragement of managing companies for short term instead of long term
interests]
-
November 1, 2015 New York Times | Fair Game: "Valeant Shows the
Perils of Fantasy Numbers" [Corporate managers making up their own
performance reports]
-
November 2015 Activism Monthly Premium: "How to protect your deal
from an activist" [Professional views of activist disruption in
M&A transactions]
-
October 29, 2015 Wall Street Journal: "Mutual Funds Flail at
Valuing Hot Startups Like Uber | Prices for hot private companies are
hard to set and can vary widely; a 99% plunge at T. Rowe Price"
[Fund managers making up their own performance reports]
-
October 12, 2015 Wall Street Journal | MoneyBeat: "Dell’s Value
and the ‘Falling Knife" [Recollections of stories people
believed about Dell value when buyout was priced in 2013]
-
October 5, 2015 Wall Street Journal: "Are Activist Investors
Helping or Undermining American Companies? | Journal examines 71
campaigns at big companies, finds runaway winners, a few duds" [Analysis
shows variation in short term stock price and operating performance
following activist initiatives]
-
October 4, 2015 New York Times | Fair Game: "Valeant’s High-Price
Drug Strategy" [Investing in companies managed for short term
stock price instead of long term production of goods and services]
-
September 27, 2015 Wall Street Journal:
"How Some Investors Get Special Access to Companies | In meetings with
top executives, facts and body language flow from public companies to
handpicked recipients"
[Renewed concerns about unfair access to investment information]
-
September 25, 2015 Reuters: "Insight - U.S. companies quicker to
give board seats to activists" [Expected increase in influence of
activist fund managers]
-
September 22, 2015 Wall Street Journal | CFO Journal: "Buybacks
Take Tumble Amid Wary Debt Investors" [Investors question
wisdom of using capital to manipulate stock price instead of to produce
goods and services]
-
September 11, 2015 New York Times | Fair Game: "Safety Suffers as
Stock Options Propel Executive Pay Packages" [Research of
executive incentives based on short term stock price instead of long
term production of goods and services]
-
August 25, 2015 Wall Street Journal | CFO Journal: "Individual
Investors Voting Their Shares Less Often" [Proxy professionals
focus on opportunities to win votes of silent individual shareholders]
-
August 15, 2015 The Boston Globe: "Rise of activist investing is
felt at century-old firm" [Deposed CEO seeks sympathy for trading
away corporate interests in failed appeasement efforts]
-
August 10, 2015 New York Times | DealBook: "Stock Buybacks Draw
Scrutiny From Politicians" [Growing public and political concerns
about irresponsible use of stock buybacks]
-
August 9, 2015 Wall Street Journal: "Activist Investors’ Secret
Ally: Big Mutual Funds | Large investors quietly back campaigns to force
change at U.S. companies" [Evolving practices in developing
shareholder support]
-
August 9, 2015 New York Times | Fair Game: "Why Putting a Number
to C.E.O. Pay Might Bring Change" [Latest regulatory effort to
moderate executive compensation]
-
August 5, 2015 Wall Street Journal: "Activist Investors Are
Shaking Up Business Schools, Too" [Activists campaign for long
term supporters]
-
July 28, 2015 MarketWatch: "Opinion: Twitter spends 35% of
revenue on stock-based compensation" [Focusing attention on
renewed management exploitation of stock options]
-
July 26, 2015 New York Times
| Fair Game: "Fidelity Seen as Muscling Investors Out of Upside in a
Telecom Deal" [Example of buyout in jurisdiction without minority shareholder rights
to appraised intrinsic value]
-
July 23, 2015 Financial Times: "Samsung reveals limits to
activist powers" [Evolution of professional activism as practice
expands]
-
July 16, 2015 MarketWatch:
"Opinion: What you can do about obscenely high executive pay" [Basing investments on corporate
managers' respect of long term shareholder interests]
-
July 7, 2015 Bloomberg: "This Chart Shows How CEOs Get Rich by
Dumping Cash on You" [Incentives of executives to support financial
engineering instead of long term business profits]
-
July 6, 2015 Barron's: "How Nelson Peltz
Gets Results"
[Activist makeover of failed junk bond raider]
-
July 2, 2015 Bloomberg: "U.S. Chamber Forms Coalition to Fend Off
Activist Hedge Funds" [Lobbyists sharing in the prosperity created
by activism]
-
June 26, 2015 Wall Street Journal: "Some AOL Shareholders Plan to
Seek Higher Payout on Verizon Deal" [Followers of "appraisal
arbitrage" demand intrinsic value in buyout priced for strategic
combination]
-
June 21, 2015 New York Times
| Fair Game: "Tech Companies Fly High on Fantasy Accounting"
[Concerns about incentives for managers as well as activists to
manipulate stock price]
-
June 16, 2015 Wall Street Journal | CFO Journal: "Bond-Funded
Dividends, Buybacks Draw Skeptics" [Increasing investor concern
about use of capital for pumping stock price instead of funding
enterprise growth]
-
June 11, 2015 Wall Street Journal: "Activist Funds Put Executive
Pay Formulas Under Microscope" [How professional activists
identify vulnerable targets]
-
June 10, 2015 Bloomberg: "A Third of Caterpillar Investors Reject
Executive Pay Plan" [Shareholder opposition to executive pay
rewarding stock buybacks]
-
June 8, 2015 Wall Street Journal: "Chrysler Boss Recruits
Activists to Prod GM Into a Merger" [Merger proponent seeks activist
support of plan to develop long term enterprise value]
-
June 5, 2015 New York Times | Fair Game: "Stock Buybacks That
Hurt Shareholders" [Reminder that investors can stop
supporting
incentives for short term manipulation of corporate capital]
-
June 4, 2015 Wall Street Journal: "SEC Probes Activist Funds Over
Whether They Secretly Acted in Concert" [Concerns about secret
arrangements to support activist proposals]
-
June 2, 2015 Wall Street Journal | CFO Journal: "Citi Report:
Market Rewards Shareholder Returns Over Capex" [Financial services
provider reports that short term financial engineering increases short
term stock prices]
-
June 1, 2015 The Deal: "Why some investors dread proxy campaigns"
[Similar interests of long term equity and debt investors threatened by
short term investor pressures]
-
May 26, 2015 Wall Street Journal: "Companies Send More Cash Back
to Shareholders | Activists push for returns, fueling worries about
long-term investment" [Increasing concerns about activist
pressures to boost short term stock price at expense of corporate and
broader economic growth]
-
May 22, 2015 New York Times: "Overvalued in Silicon Valley, but
Don’t Say ‘Tech Bubble’" [Forum veteran returns "bubble" analysis
to front page]
-
May 21, 2015 Wall Street Journal: "Goldman Sachs Recaptures Mojo
With DuPont Win" [Advisor claims credit for client campaign that
rejected defense playbook]
-
May 20, 2015 Bloomberg: "The CEO Who Stared Down Nelson Peltz"
[Responsible corporate leadership supported by long term investors]
-
May 16, 2015 New York Times | Fair Game: "Shareholders’ Votes
Have Done Little to Curb Lavish Executive Pay" [Ranking
shareholder support of corporate leadership]
-
May 13, 2015 USA Today:
"DuPont win won't scare off the activists" [Lessons in
corporate leadership responsibility for long term enterprise value, and
in activist target selection]
-
May 13, 2015 Wall Street Journal: "DuPont-Trian Vote Is Big Win
for Goldman" [Professional defense advisors now able to
claim their help does not always result in defeat]
-
May 6, 2015 Wall Street Journal: "DuPont’s Swing Voter: The Small
Investor" [Value of "retail" investor constituency in contests for
shareholder support]
-
April 29, 2015 Los Angeles Times: "SEC is seeking more clarity on
executive pay" [Opportunity to shift focus of executive
pay from short term stock price to operating performance]
-
April 29, 2015 Wall Street Journal | MoneyBeat: "Lipton’s Latest
on Activism: Maybe You Should Settle" [Latest version of activist
defense playbook advocates paying advisors to negotiate appeasement]
-
April 29, 2015 IR Magazine: "Hyundai to establish shareholder
rights group" [In absence of US defense playbook, a board response
to investors based on common sense and marketing expertise]
-
April 27, 2015 Financial Times: "Investor advisory group backs
Peltz for DuPont board" [Proxy advisor reaction to professional
defense playbook "obfuscation"]
-
April 23, 2015 Fortune: "Actively mediocre" [Returning
attention to real issues of capital investment]
-
April 21, 2015 New York Times | DealBook: "The Boardroom Strikes
Back" [Activist defense playbooks dropping appeasement
-
April 21, 2015 Fortune: "DuPont activist battle spreads from Wall
Street to academia" [Activist finds media support of diversion from
issues of business performance]
-
April 16, 2015, Wall Street
Journal: "Activist Investors Ramp Up, and Boardroom Rifts Ensue"
[Complications for directors as activists win 73% of board contests]
-
April 14, 2015 Financial Times: "US companies unleash share
buyback binge" [Increasing use of corporate capital to manage
stock price instead of enterprise value]
-
April 13, 2015 New York Times | DealBook: "BlackRock’s Chief,
Laurence Fink, Urges Other C.E.O.s to Stop Being So Nice to Investors"
[Fund manager's long term investment interests in corporate enterprise
value]
-
April 9, 2015 Bloomberg: "Rising Shareholder Activism Threatens
Creditors, Debt Repayment: Moody's" [Activism influence on corporate
capital access and adaptability]
-
April 2, 2015 CNBC: "Peltz
vs Sonnenfeld over activist fund performance" [Activist
disputes professor's analysis of performance]
-
May 30, 2015 TheStreet: "At Rovi, Activist Investor's Years of
Protests Against Executive Pay May Give Leverage on Board"
[Results of management failure to address investor interests]
-
March 30, 2015 American Lawyer: "Marty Lipton's War on Hedge Fund
Activists" [Lawyers debate investor interests in activism]
-
March 29, 2015 New York Times | Fair Game: "At U.S. Companies,
Time to Coax the Directors Into Talking" [Pension managers
encourage more director communication to win support]
-
March 27, 2015 Wall Street Journal | CFO Journal, : "Moody’s:
Shareholder Dividend Payments Hurting Bond Market" [Implications
of cash payouts and reduced corporate reinvestment for both long term
equity and debt investors]
-
March 27, 2015 CNBC: "The young & the restless: Activism's rising
stars" [TV news view of activist talent contest]
-
March 23, 2015 CFO: "Shareholder ‘No’ Votes on Directors Rise |
Equity holders also appear to be increasingly dissatisfied with
executive compensation plans" [Statistics indicating declining
investor support of corporate management]
-
March 19, 2015 Wall Street Journal: "Taking Sides on Activist
Investors" [Regulators' views of activist practices]
-
March 13, 2015 New York Times | DealBook: "Activists Crowd Into
Bank of New York Mellon Fight" [Hundreds of activists, hundreds of
pages of recipes]
-
March 11, 2015 Wall Street Journal | MoneyBeat: "BlackRock’s
Fink, McKinsey Lead Group Fighting Wall Street Myopia" [Growing
support of corporate focus on long term enterprise value]
-
March 9, 2015 Wall Street Journal: "GM Sets Buyback, Placating
Activists" [Questions raised by trading corporate enterprise interests
to appease activists]; see also initial
March 9, 2015 Wall Street Journal: "GM Plans Share Buyback,
Averting Proxy Fight" [Challenged management uses corporate
capital to buy off activist]
-
March 3, 2015 Bloomberg:
"American Companies Are in Love With Themselves" [Use of
corporate capital for stock buybacks in spite of investor preference for
reinvestment]
-
February 23, 2015 Wall Street Journal: "Darden Restaurants Names
Gene Lee CEO" [Victorious activist's new board decides
company's old management was best]
-
February 12, 2015 Wall Street
Journal: "GM Frets Buyback Would Freeze Credit Rating"
[Considering whether activist proposal of buybacks would sacrifice
competitive leasing unit and limit adaptability]
-
February 10, 2015 New York Times | DealBook: "Hedge Fund-Backed
Investor Puts Himself Up for G.M. Board" [The next phase of
professional activism]
-
February 6, 2015 Dow Jones | MarketWatch: "Twitter shows how
companies enrich executives at your expense" [New round of
speculative venture investment generates same options abuses]
-
February 2, 2015 Bloomberg: "BlackRock Tops 2014
Activist-Supporters List, Report Shows" [Research tracking fund manager
voting support of activist proposals]
-
January 27, 2015 Wall Street Journal: "A Radical Idea for
Activist Investors | What If the Goal Were More Investment With an Eye
on the Long Term?" [Increasing institutional investor concern about
focus on short term instead of long term value creation]
-
January 8, 2015 Bloomberg: "MeadWestvaco to Spin Off Unit After
Activist Pressure" [Same activist and professional defense
advisors who profited from Darden score again]
-
January 7, 2015 Wall Street Journal: "Judge Rules in Favor of
Hedge Fund ‘Appraisal Arbitrage’ Strategy" [Court decisions
reduce procedural complications of appraisal rights]
-
January 1, 2015 USA Today: "Corporate battles will get noisier in
2015" and January 1, 2015
Wall Street Journal: "Activists Are on a Roll, With More to
Come" [Anticipation of
activist trends in 2015]
-
December 23, 2014 Financial Times: "Private equity hopes
Petsmart marks a turn" [Market conditions for private equity
buyout opportunities to realize intrinsic value]
-
December 17, 2014 Wall Street Journal: "Banks Find Niche Helping
Firms Defend Against Activists | Assignments Can Help Land Fees for Deal
Advice" [Activists generating "relationship" opportunities for
investment bankers]
-
December 15, 2014 Financial Times | Lex: "Petsmart: hitting it
out of the park | If private equity is buying, think carefully about
selling" [Smart investors take advantage of forced sale]
-
December 15, 2014 Bloomberg: "Riverbed Technology Agrees to Be
Acquired for $3.6 Billion" [Another forced sale for private
realization of intrinsic value]; see also related
December 15, 2014 Bloomberg: "Activists Jana, Elliott Each Gain 40% on PetSmart and
Riverbed" [Activists' forced sales create opportunities for investors in
intrinsic value of companies]
-
December 11, 2014 Wall Street
Journal: "Houghton Shareholder Pushes for Dividend or Share
Buyback" [Another activist demand requiring analysis of short
term and long term use of corporate capital]
-
December 6, 2014 New York Times: "How Wall Street Bent Steel |
Timken Bows to Activist Investors, and Splits in Two" [Example of
trading short term stock price for long term enterprise value]
-
December 4, 2014 Bloomberg (article and video interview):
"Michael Dell Predicts More Buyouts as CEOs Seek Sale Advice"
[Dell advocates buyouts to realize long term intrinsic value]
-
December 3, 2014 Bloomberg:
"Sell TheStreet or Quit CNBC, Mad Investor Tells Cramer"
[Prizeworthy advertisement of activist fund]
-
November 29, 2014 New York Times
| Fair Game: "Slamming the Window on Investors" [Another
example of management defense instead of leadership]
-
November 25, 2014 Wall Street Journal: "CEOs’ Test: Contending
With Activist Investors | Executives Devise Strategies to Deal With
Shareholders, Who Are More Assertive Since Financial Crisis"
[Evolving professional playbook for responding to activists]
-
November 24, 2014, Michael Dell of Dell Inc. published in The Wall
Street Journal: "Going Private Is Paying Off for Dell | A year
later, we’re able to focus on customers and the long term, rather than
activist investors." [Dell confirms benefits of investing in
intrinsic value of enterprise ‒ or appraisal rights to it]
-
November 18, 2014 Wall Street Journal: "Zoetis Unveils $500
Million Stock Buyback Plan" [Use of corporate capital for activist
defense]
-
November 13, 2014 New York Times | DealBook: "Loeb Attacks Dow
Chemical After Talks Over Board Seats Break Down" [Appeasement
strategy has usual result]; see also previous
November 12, 2014 New York Times | DealBook: "Dow Chemical to
Raise Dividend and Increase Stock Buybacks" [Use of stock
buybacks to appease short-term investors]
-
November 10, 2014 Diginomica: "CEO sees TIBCO as ‘going private’
trendsetter" [Founder-CEO following Dell example to realize
long term enterprise value]
-
November 7, 2014 New York Times DealBook: "Sears Weighs a New
Unit to Hold Some of Its Real Estate" [Pioneering activist plans
to unlock more shareholder value
-
November 5, 2014 Bloomberg: "Dell, Silver Lake Said to Reap 90%
Gain a Year After LBO" [Rewards of informed investors]
-
November 5, 2014 Wall Street Journal: "Walgreen Prepares Large
Bond Sale For Alliance Boots Deal" [Securities offering
focused on long term enterprise value]
-
November 2014 Investments & Pensions Europe: "Focus Group: Is
patience a virtue?" [Global pension views of long term investing]
-
November 3, 2014 Financial Times: "Activists leading hedge funds
warm up for tough season ahead" [Expected results of increased
investment in activist funds]
-
October 31, 2014 Wall Street Journal | CIO Journal: "Michael
Dell Sees Advantage in Rivals’ ‘Chaos and Frustration’" [Developing
long term enterprise value without short term activist pressures]
-
October 30, 2014 Law360: "Shareholder Activism Boom Yields Big
Payday For 3 Firms" [Professional view of activist contests]
-
October 29, 2014 Wall
Street Journal MoneyBeat: "Activist Investors Are Selling Faster"
[Advisor's study of professional opportunities created by increased
activism]
-
October 28, 2014 Los Angeles Times: "Amgen, bowing to hedge fund
pressure, to cut up to 1,100 more jobs" [Appeasing short term
activist interests raises questions about management responsibility]
-
October 27, 2014 The Deal: "Activist investors search for
'magical' properties' [Financial engineering proposals involving control
of operating assets]
-
October 27, 2014 Wall Street Journal: "Buybacks Can Juice
Per-Share Profit, Pad Executive Pay" [Financial management
view of short term and long term effects of stock buybacks]
-
October 24, 2014 New York Times (editorial): "Carl Icahn’s Bad
Advice" [Increasing public concern about activist pressures to
use corporate capital for short term stock manipulation]
-
October 22, 2014 Washington Post: "IBM's big blues" [Public
view of financial engineering alternative to enterprise growth]
-
October 20, 2014 New York
Times DealBook: "The Truth Hidden by IBM’s Buybacks" [Buying
short term stock price at expense of long term enterprise value]
-
October 14, 2014 New York Times DealBook: "As Activist
Shareholders Gain Strength, Boards Surrender to Demands"
[Professionals guide board abdication of responsibilities]
-
October 10, 2014 Financial Times: "Starboard sweeps away entire
Darden board" [Result of board reliance on professional
defense instead of responsible leadership]
-
October 9, 2014 Law360: "Wachtell At Risk Of Big Defeat In Bitter
Darden Proxy Fight" [Winning the contest for professional fees
instead of shareholder support]
-
October 8, 2014 Financial Times: "Capital Group raps activists
for pushing share buybacks" [Expanding concern about proposals to
pump stock price at expense of long term enterprise value]
-
October 8, 2014 New York Times DealBook: "Paul Singer’s Hedge
Fund Pushes Technology Giant EMC to Break Up" [Activist disrupts
board review of strategic alternatives to focus on short term stock
price]
-
October 6, 2014 Bloomberg: "S&P 500 Companies Spend 95% of
Profits on Buybacks, Payouts" [Pumping short term stock price at
expense of long term enterprise value]
-
October 2, 2014 Wall Street Journal: "Activist Funds Aren’t
Sharing the Ties They Have to Advisers | Investor Casablanca Made Deal
for Advice on Cliffs Natural Resources but Didn’t Disclose It"
[Short term stock pumping incentives for "long term value" sales pitch]
-
October 1, 2014 Los Angeles Times: "EBay agrees to spin off
PayPal after pressure from activist investors" [Example of
activist stock price objectives coinciding with long term enterprise
value]
-
September 30, 2014 New York Times DealBook: "In Trying to Save
Darden, a Board Sealed Its Own Demise" [Example of professional defense
ignore-and-appease playbook responses to activists]
-
September 30, 2014 CNN Money video: "Is Olive Garden food that
bad? We tried it" [Media reaction to issues defined by activist]
-
September 23, 2014 CNBC: "Michael Dell on the state of PCs and
going private" [Dell discusses value of business that selling
shareholders did not see]
-
September 21, 2014 Financial Times: "The short-sighted US buyback
boom" [Incentives to pump stock instead of generate long term
enterprise value]
-
September 18, 2014 Bloomberg: "Walgreen Bulls Bet Investor Activism
Will Cure Tax Pain" [Use of speculation pricing as measure of company
performance]
-
September 17, 2014 Salon: "The real Olive Garden scandal: Why greedy
hedge funders suddenly care so much about breadsticks" [Main Street view of
activist financial engineering]
-
September 14, 2014 Financial Times: "US companies devise tactics to
limit activists’ advances" [Evolving professional defense combining tactical
process management and appeasement]
-
September 11, 2014 Wall Street
Journal: "Activist Investors Build Up Their War Chests" [Current
popularity encourages active marketing of activist funds]
-
September 10, 2014 ValueWalk: "Proxy Fights Cost U.S. Companies
$4.8 Million On Average" [Escalating professional service costs of
both sides to win support]
-
September 8, 2014 Wall Street Journal: "Activist Investor Scores a
Win at Walgreen" [Increasing board use of privately negotiated appeasement
for truce with activists]
-
August 21, 2014 Bloomberg: "Sandell Starting Mutual Fund to Target
Smaller Investors" [Another activist marketing a fund to retail investors]
-
August 10, 2014 Financial Times: "‘Activism has become a marketing
strategy’" [Increasing popularity of activist funds]
-
August 5, 2014 Financial Times: "Corporate acquirors take early aim
at their target’s investors" [M&A professionals learning to win
support of shareholders]
-
August 3, 2014 Wall Street Journal: "Activist Firms Join Tax-Deal
Push" [Activists pressing long term corporate strategies based on short term
tax loophole]
-
July 24, 2014 Reuters: "Republican lawmaker to grill U.S. SEC over
Ackman tactics" [Escalating concern about activist control of issues
considered by shareholders]
-
July 21, 2014 New York Times DealBook: "Investors to Directors, ‘Can
We Talk?'" [More confusion about professional engagement proposals]
-
July
19, 2014 The New York Times | Fair Game: "Your Rights, Buried in
Paperwork" [Importance of appraisal rights to support investment in long
term company value]; see also related
July 21, 2014
Austin Business Journal: "Dell shareholders push back
in buyout share price appraisal case" [Reactions to Dell obstructing
former investors' rights to appraisal]
-
July 8, 2014 IR Magazine: "Global investor group launches with
ex-Fidelity CIO" [UK version of "Investor Forum" organized to support long
term investor interests]
-
July 7, 2014 Wall Street Journal: "Returns From Activist Hedge Funds
Are Causing a Stir" [Increasing popularity of activist funds]
-
June 17, 2014 Wall Street Journal: "iiWisdom Aims to Give 'Quiet
Majority' of Investors a Voice" [New BlackRock funded service to support
investors advocating good governance]
-
June 16, 2014 Wall Street Journal
MoneyBeat: "Allergan Quotes Morgan
Stanley to Attack Morgan Stanley Client Valeant" [Another example of
independent expertise provided to investors]
-
June 12, 2014 New York Times DealBook: "Hostile Takeover Bids for Big
Firms Across Industries Make a Comeback" [New mix of corporate and
activist participants in takeovers]
-
June 12, 2014 New York Times DealBook: "Goldman’s Unusually Quiet
Role in Battle for Botox Maker" [Questions about biases of independent
experts]
-
June 11, 2014 Wall Street Journal: "Activist Funds Dust Off
'Greenmail' Playbook" [Questions raised about activist negotiations of
exits]
-
June 2, 2014 The Deal: "Ackman ditches referendum and launches proxy
contest" [Activist abandons innovative shareholder polling instead of fixing
procedures]
-
May 30, 2014
The Deal:
"Ackman
pushes unorthodox shareholder proposal" [Increasing interest in
controversial plan for activist-controlled shareholder vote]
-
May 28, 2014 Wall Street Journal: "Lawmaker Raises Concerns to SEC
About Ackman's Allergan Referendum | Regulator Is Expected to Review Proxy
Materials Pershing Square Has Filed" [Political interests in investor access
to decision-making information]
-
May 27, 2014 New York Times DealBook: "As Information Flows, S.E.C.
Faces Difficulty Bottling It Up" [Questions raised about unfair
investor access to information]
-
May 23, 2014
Wall Street Journal: "Second Big Zale Shareholder to
Oppose Sale to Signet | Investor May Seek Second Opinion on Acquisition
Price" [Mutual fund reserves appraisal rights to support activist
renegotiation of sale price]
-
May 15, 2014 Reuters Hedgeworld: "No downside in Allergan 'meeting'"
[Activist invents partisan-moderated version of a shareholder forum]
-
May 14, 2014 Bloomberg:
"Jana Says Firm Is Working With Walgreen After Transaction" [Activist
promotion based on "behind the scenes" preferential access]
-
May 5, 2014 New York Times DealBook: "A Truce at Sotheby’s After a
Costly and Avoidable Battle" [Lesson in difference between loser's defense
and winning the support of investors]
-
May 2, 2014 IR Magazine: "Shareholder activism rises, finds
Broadridge study" [Statistical data on trends in shareholder voting and
activism]
-
April 30, 2014 CNBC: "Hedge honcho: Activists killing 'golden goose'"
[Leading activist criticizes rivals who kill the "golden goose"]
-
April 23, 2014 Financial Times: "Shareholder activism: Battle for the
boardroom" [Activists and anti-activists accusing each other of destroying
long term value]
-
April 22, 2014 Wall Street Journal: "Activists Wept for There Were No
More Worlds to Conquer" [Activism in need of rejuvenation]
-
April 13, 2014
Wall Street Journal: "Hedge Funds Wield Risky Legal
Ploy to Milk Buyouts" [Funds attracted to appraisal rights for
speculation instead of investment in intrinsic value]
-
April 12, 2014 New York Times | Fair Game: "Pay for Performance? It
Depends on the Measuring Stick" [Statistics show alignment of compensation
to stock price associated with lower long term business performance]
-
April 10, 2014 Pensions & Investments: "ISS/IRRC study: Shareholder
engagement at all-time high" [Report of expanding "engagement" for investor
support]
-
March 28, 2014 New York Times DealBook: "A Boom Now, but Hurdles
Ahead for Activist Investors" [Professional views of activist bubble and
"less-than-intelligent" contestants]
-
March 27, 2014
New York Times DealBook: "Adviser on Dell Buyout
Questions a Tumultuous Process" [Professional views of board committee's
buyout rituals]
-
March 26, 2014 Wall Street Journal: "Activist Investors Often Leak
Their Plans to a Favored Few | Strategically Placed Tips Help Build
Alliances for Campaigns at Target Companies" [Questions about the kinds of
private information investors can exchange and use]
-
March 26, 2014
Wall Street Journal: "First Rule of Mergers: To Fight
Is to Lose | Shareholders Challenged 94% of U.S. Public-Company Deals Last
Year" [Increasing concerns about parasitic class action lawsuits in M&A
transactions]
-
March 25, 2014 Wall Street Journal: "BlackRock's Fink Sounds the
Alert" [World's largest investment fiduciary supports long term value
objectives]
-
March 25, 2014 Financial Times: "It is too soon to put limits
on US shareholder democracy" [Controversial proposals focus attention on
both corporate and fund manager duties to ultimate investors]
-
March 24, 2014 New York Times
DealBook: "A Question of What’s a
Reasonable Reward" [Long term value investor challenges management stock
incentives]
-
March 18, 2014 New York Times DealBook: "New Alliances in Battle for
Corporate Control" [Evolving role of activists as agents for regulated
institutional funds]
-
March 17, 2014 Reuters: "Activist investors bump into each other in
campaigns" [Too many activist funds competing for glory]
-
March 13, 2014 New York Times DealBook: "Another Proposal to Repair
Relations Between Boards and Investors" [Comparison of decision-maker and
service provider recommendations for "engagement"]
-
March 11, 2014
FactSet Insight: "Activists increasing success
gaining board seats at U.S. companies" [Statistics on success rates for
activist board representation]
-
March 9, 2014 Wall Street Journal: "RBC Ruling Strikes a Blow to
Deal-Making Banks" [More questions about reliance on "fairness opinions"]
-
March 5, 2014
American Lawyer: "Appraisal Rights the Latest Tool
for Yield-Hungry Hedge Funds" [Reports of increasing fund manager
interest in appraisal rights investments]
-
March 4, 2014
New York Times DealBook: "A New Form of Shareholder
Activism Gains Momentum" [Shareholder right to appraised fair value now
considered form of activist investing]
-
March 1, 2014 The New York Times | Fair Game: "Break Up the Bank?
It’s Not for You to Ask" [Hiding instead of responding to investor
questions about long term value]
-
February 11, 2014 Wall Street Journal: "Inside Intel: Pay for
Performance Questioned" [Enlightened leader of long term value creation
challenged on compensation formula]
-
February 10, 2014 Wall Street Journal MoneyBeat: "Helen of Troy:
Another Activist Strikes, Buybacks Follow" [Increasing use of buybacks to
appease activists]
-
February 10, 2014 New York Times DealBook: "Icahn Ends Call for
Apple Stock Buyback" [Long term pension investors spike short term stock
manipulator]
-
February 10, 2014 New York Times DealBook: "New York City
Comptroller Resists Investor’s Calls for Apple Buyback" [Investor support
of capital allocations based on long term enterprise success]
-
February 9, 2014 Financial Times: "Activist investors force higher
price takeovers" [Effort to measure increased influence of activism in M&A
negotiations]
-
February 2, 2014 New York Times DealBook: "Unlikely Allies Seek to
Check Power of Activist Hedge Funds" [Governance professionals respond to
influence of new activist investors]
-
January 30, 2014 Institutional Investor Alpha: "Activism Grows
Crowded as the Rewards Remain Rich" [Activist bubble attracts more
contestants]
-
January 28, 2014 Wall Street Journal: "Bitter Medicine in Store for
Activists" [Evolving defenses against escalating activism]
-
January 27, 2014 Financial Times: "Elliott makes waves with
activist broadsides" [The next phase of activist evolution]
-
January 25, 2014
Barron's: "Dell's Prospects Suddenly Brighten"
[Dell progress to be reported confidentially for buyout investors only]
-
January 22, 2014 New York Times DealBook: "SkyBridge Capital’s
Founder Sees Potential of Activist Investors" [Pumping the activist
bubble]
-
January 22, 2014 San Jose Mercury News SiliconBeat: "Carl Icahn and
associates increase Apple stake to more than $3 billion" [Example of
activist proposal generating predictable stock price fluctuation]
-
January 21, 2014 Wall Street Journal: "Does IBM Love or Hate
Itself? | Stock Buybacks Make Firms Look Attractive, but Also Deprive Them
of Capital for Real Investment" [Questions raised about long term
investor value of favored activist proposal]
-
January 10, 2014 Bloomberg: "Hymowitz Raises $600 Million to Back
Activist Investors" [Popularity of activism stimulates specialized
fund-of-fund management]
-
January 10, 2014
New York Times DealBook: "Corporate Takeover? In
2013, a Lawsuit Almost Always Followed" [Questioning processes for
support of investor interests in buyouts]
-
January 8, 2014 New York Times:
"BlackRock Agrees to Stop Pursuing Nonpublic Views" [Distinguishing
between professional research and unfair preview of it]
-
January 8, 2014 Reuters Hedgeworld: "Activists trump most rival hedge funds with
double-digit returns" [Rewards of activism]
-
January 6, 2014 Wall Street
Journal MoneyBeat: "Nader Asks Carl Icahn to Rescue Sirius XM From
John Malone" [Evolving popular view of celebrity activists]
-
January 3, 2014 Washington Post:
"Darden’s dilemma shows us bitter truths about boardroom behavior"
[View of activist and board contributions to long term investor interests
in enterprise success]
-
December 29, 2013 Financial Times:
"Activist hedge fund investors in fight to pay bonuses"
[Controversy
about activist payments to their corporate board representatives]
-
December 23, 2013 Financial Times:
"Activist hedge fund managers get board welcome" [Evolving
trends in corporate accommodation of activist interests]
-
December 22, 2013 Wall Street
Journal: "Second Activist to Seek Broad Darden Breakup"
[Appeasement defense predictably attracts more activists]
-
December 19, 2013 New York
Times DealBook: "Darden to Spin Out Red Lobster Amid Shareholder
Pressure" [Management adopts variation of activist proposal to
split company]
-
December 17, 2013 Bloomberg
BusinessWeek: "Olive Garden's Parent Needs a Fix, but Would a Company
Split Help?" [Activist slide show generates mixed reviews]
-
December 15, 2013
Dallas Morning News: "Michael Dell: After buyout,
‘we’re all done with whiners’" [Long term investor describes benefits
of shedding short-term investors]
-
December 12, 2013 Financial Times:
"Advisers play at activism to pre-empt the next Icahn" [Another
way to make money from activism]
-
December 12, 2013 Financial Times:
"FirstGroup deflects spin-off call" [Example of management focus
on long term enterprise success instead of short term stock manipulation]
-
December 10, 2013 Financial Times
Lex: "Darden Restaurants: Food fight" [Observation that activist
restructuring proposals fail to address need for competitive enterprise]
-
December 9, 2013 Wall Street Journal:
"Companies, Activists Declare Truce in Boardroom Battles"
[Activists
boost scores with managers who prefer appeasement to leadership]
-
December 3, 2013 Reuters:
"SEC Chair White touts benefits of shareholder activism" [SEC
endorses common sense in communications to win investor support]
-
November 30, 2013 Barron's
Feature: "How to Profit From Today's Shareholder Activism" [Evolving
popular view of professional activists]
-
November 28, 2013 New York
Times DealBook: "Some Big Public Pension Funds Are Behaving Like
Activist Investors" [Public funds refining activist support of
corporate governance policies]
-
November 21, 2013 New York
Times DealBook: "Activist Pushing for Change at Darden Hires Outside
Advisers" [Activist plans to report independent analysis of long
term investment value]
-
November 11, 2013 New York
Times DealBook: "Boardrooms Rethink Tactics to Defang Activist
Investors"; see also
November 12, 2013 The Activist Investor Blog: "Are Directors and
Executives Really This Obtuse?" [Professionalized corporate
defense as an alternative to corporate leadership]
-
October 24, 2013 San
Jose Mercury News: "Carl Icahn wants 'unprecedented' $150 billion
stock buyback for Apple" [Activist recipe for golden goose]
-
October 23, 2013 Fortune
(published by CNN Money): "Is Carl Icahn creating a shareholder
forum?" [Master player promises again to advocate interests of
other investors]
-
October 16, 2013 New York
Times DealBook: "An Activist Investor Is Urging Darden to Break Itself
Up" [Controversy among analysts about activist proposal to break
up company]
-
October 14, 2013 Financial Times: "Carl
Icahn and Daniel Loeb can’t be shut out" [managing
communications with both short term shouters and long term supporters]
-
October 14, 2013 Financial Times
Agenda: "When Is the Right Time to ‘Go Shop?’" [evidence
supporting reliance on directors' business judgment instead of ritual]
-
October 12, 2013 New York Times
Fair Game: "When the Stock Price Hides Trouble" [measuring and
rewarding long term enterprise value instead of short term stock price]
-
October 9, 2013 Wall Street Journal: "Activist
Pushes for Split of Darden Restaurants"
[Short-term benefits of activist proposals same for long term strategies
as for liquidation]
-
October 4, 2013
Bloomberg: "Carl Icahn Withdraws His Appraisal
Request for Dell Stake" [settlement of "yelling-shaking-grabbing"
activist interests illustrating short-term objectives]
-
October 1, 2013 Wall Street
Journal | CFO Journal: "Activist Investors Go Big" [evolving
trends in activism and corporate responses]
-
September 17, 2013
New York Times DealBook: "Dole Food’s Buyout in 2013 Looks a Lot
Like One in 2003" [another value investor buyout opportunity]
-
September 2013 NACD Directorship: "Understanding Investor Behavior"
[Use of available relationship management tools to win support of
investors]
-
August 30, 2013 New York
Times DealBook: "With Huge War Chests, Activist Investors Tackle Big
Companies" and video: "Shareholders, Supersized" [increasing
importance of activist funds]
-
August 19, 2013 Wall Street
Journal MoneyBeat [commentary and video]: "Activist Investors: A Roar
or a Bark?" [range of views regarding marketplace impact of
activists]
-
August 8, 2013 Bloomberg
TV: "How to Profit Off Proxy Fights" [activist generation of
revenue for media and other communication service providers]
-
August
7, 2013 Wall Street Journal: "Friendly Deals Get Testier"
[evolving challenges of winning investor support for proposed buyouts]
-
August 6, 2013 Forbes: "The
Golden Age Of Activist Investing" [popular view of celebrity
activism]
-
August 5, 2013 Reuters
Hedgeworld: "Behind Every Successful Activist is the Lawyer"
[growth of specialized professional support for activist investors]
-
August 5, 2013 Financial Times
Agenda: "Dell Special Committee Put
In Focus" [professional views of director responsibilities for fair
investor choices]
-
July 31, 2013 New York
Times DealBook: "Air Products Faces Modern Form of Hostile
Takeover" [evolving activist and corporate strategies in
contests for shareholder support]
-
July 28, 2013 Financial Times: "Activist
investors target bigger companies" [research report of trends in
practices of activist fund managers]
-
July 16, 2013 The Wall Street
Journal | CFO Journal: "Yahoo Goes Glam on Video Earnings
Conference Call" and July 23, 2013
IR Magazine |
Inside Investor Relations: "Netflix opts for low-fi results webcast" [pioneering
use of live video and professional moderators in earnings conferences]
-
July 15, 2013 Wall Street Journal: "Private-Equity Buyouts
Shortchange Shareholders | Dell Deal an Example of the Upper Hand Held
by Smart Financiers and Knowledgeable Insiders" [applying
logic to buyouts]
-
June 30, 2013
New York Times Executive Pay Report: "An Unstoppable
Climb in C.E.O. Pay" [rewarding managers for short term pricing
instead of long term value]
-
June 29, 2013 Barron's:
"Wait for the Shares to Ripen" [investment opportunities created
by differences between short-term market pricing and long term value]
-
June 23, 2013 New York Times Fair Game: "For Dell Investors, a
Safety Valve" [benefits of appraisal rights made practical for
institutional and individual investors]
-
June 13, 2013 New York Times,
High & Low Finance: "Going Dark, and Putting Blindfolds on Investors"
[example of company not seeking support of investors]
-
June 10, 2013 The Wall Street
Journal | CFO Journal: "Failing Say-on-Pay Puts Directors at More
Risk" [statistical analysis correlates votes on compensation to
broader support of management]
-
May 30, 2013 IR Magazine |
Inside Investor Relations: "Active response to shareholder activism"
[evolving global practices in competition for investor support]
-
May 23, 2013 New York Times
DealBook: "I.S.S. Settles Investigation Into Leaks of Shareholder Vote
Data" [SEC cease-and-desist order requires proxy advisor's
adoption of good governance practices]
-
May 22, 2013 Wall Street Journal:
"For Proxy Advisers, Influence Wanes" [improved corporate
communications diminishing investor reliance on proxy advisors]
-
May 15, 2013 New York Times
DealBook: "JPMorgan Shareholders Are Denied Access to Results"
[controversy over rights to shareholder voting information]; see also
subsequent reports of various banking industry, pension fund and political
interests:
-
May 13, 2013 IR Magazine |
Inside Investor Relations: "Managing shareholder expectations: 97
percent of IROs do it" [NIRI survey of professional investor
relations communications; only 4% address periods beyond 5 years]
-
May 11, 2013 New York Times
Fair Game: "Directors Disappoint by What They Don’t Do"
[responsibility for measuring and rewarding long-term enterprise success]
-
May 7, 2013
Wall Street Journal MoneyBeat: "Dealpolitik: The
Ominous Commonalities Between Dell and Clearwire" [board efforts to
sell proposed buyouts based on negative views]
-
May 6, 2013
Wall Street Journal: "Dell Deal Negotiator Walks Fine
Line | Director Alex Mandl Squeezed Michael Dell, Others for Higher Offers
but Some Big Holders Still Angry" [board committee's public relations
campaign to sell its proposed buyout]
-
April 29, 2013 New York
Times DealBook (column and video): "Studying the Dark Art of Leaking
Deal Talks" [use of leaks to influence investor views]
-
April 24, 2013 Law360:
"Shareholder Loyalty Is A 2-Way Street, Pension Funds Say"
[application of advocated engagement practices to corporate control
contests]
-
April 23, 2013 Wall Street
Journal | MarketWatch: "Citigroup reaches out to combative analyst Mike Mayo
before shareholder meeting" [responding to sell-side analyst advocacy of
activist proposals]
-
April
12, 2013 Law360: "When Management's Best Guesses Fail, Boards Can Too"
[defensive legal view of board responsibilities for investor interests]
-
April 12, 2013 Bloomberg View:
"Does Congress Have a Clue on Insider Trading?" [difference between
legitimate research and stolen information]
-
April 10, 2013 Top1000Funds:
"Swiss referendum: funds’ headache or investor utopia?" [questions about who
should be responsible for what]
-
April 9, 2013 Reuters: "Activist
investors find allies in mutual, pension funds" [increasing mainstream
support of activist fund managers]
-
April 4, 2013 New York Times
DealBook: "A Veteran Activist Takes the Helm of H.P.’s Board, Temporarily"
[profile of activist supporting pension fund interests]
-
April 3, 2013 Financial Times: "SEC’s
ruling won’t make many Facebook friends" [SEC views of assuring fair access
with social media]
-
April 1, 2013 Pensions & Investments: "Jana's
Rosenstein is a serious activist" [how an activist fund manager is presented
to pension fund investors]
-
March 30, 2013
Barron's: "Michael Dell's Folly" [valuation
controversy unresolved by Dell proxy disclosures]
-
March 27, 2013
New York Times DealBook: "A Potential Potemkin Fight Over
Dell" [speculation about possible objectives of orchestrated Blackstone
negotiations]
-
March 23, 2013 Barron's: "Can
Darden Fix the Menu?" [Value enhancement opportunity identified by analyst
instead of activist]
-
March
20, 2013 Wall Street Journal: "Dell Walks Fine Line in Pitch for Buyout"
[escalating concerns about relying on Dell's own valuation]
-
March 18, 2013 Wall Street Journal:
"Activist Fights Draw More Attention" [increasing popularity of "activism"
as an investment style]
-
March
15, 2013 CNBC (video and article): "Inside Dell: Merger Proxy Will Show
Business in Free Fall" and
March 15, 2013
Reuters: "Silver Lake's bid for Dell started at $11.22 per
share - source" [providing unnamed "sources" for press reports of leaked
non-public information]
-
March 12, 2013
The Washington Post (AP): "Dell rebuffs shareholder
group seeking access to internal assessments that led to buyout"; see also
Forum response in
March 13, 2013
Bloomberg: "Dell to Open Investor List to Southeastern
Amid LBO Opposition" [company management opposing investor rights to
information]
-
March 7, 2013
The Wall Street Journal Deal Journal: "Dell Battle Could
Linger Even With Icahn" [professional analysis of shareholder voting on two
defined alternatives]
-
March 5, 2013 The Wall Street Journal
| CFO Journal: "Companies Target Retail Investors for ‘Say-on-Pay’ Votes"
[corporate managers focus on winning support of individual investors]
-
March 3, 2013
Bloomberg View: "Michael Dell Isn’t Trying to Pull a Fast
One" [view of investors relying upon proponent's recommendation rather than
making own decisions]
-
February 25, 2013 New York Times
DealBook: "‘Shareholder Democracy’ Can Mask Abuses" [spreading appreciation
of differences between short term and long term investor interests]
-
February 24, 2013 New York Times
Fair Game: "Dell’s Intentions Get a Hard Look" [views of independent
valuation for benefit of shareholders]
-
February 19, 2013 Wall Street Journal:
"Dell Profit Drops 31% | But Results Support View That Buyout Plan Undervalues
Firm" [management interests in proposed transaction complicate reliance on
primary source of information]
-
February 19, 2013 Reuters:
"Relational says has strong support for Timken breakup" [activist seeking
investor support for short-term value realization]
-
February 14, 2013 Bloomberg:
"Dell Said to Plan Shareholder Meetings to Assess LBO Demands" [private
investor meetings to negotiate buyout price]
-
February 12, 2013 New York Times
DealBook: "Big Investors Stiffen Their Resistance to Dell’s Offer" [investor
opposition to short-term valuation]
-
February 10, 2013 Wall Street Journal:
"Investor Aims High With Price For Dell" [mutual fund using activism to
oppose management proposal for short-term value realization]
-
February 7, 2013
Bloomberg (video interview): "Greenlight's Einhorn Sues Apple" and
Wall
Street Journal | MarketBeat: "What’s Einhorn Thinking? Finance Professor
Explains" [opposing interests among activists]
-
February 4, 2013 Bloomberg: "FTC Corrects Herbalife Statement After Probe Report" and
New
York Times DealBook: "Seeking a Company’s Elusive Sales Data"
[responsible journalism for responsible investors], correcting earlier
February 4, 2013 Wall
Street Journal | MarketBeat: "FTC Reportedly Investigating Herbalife; Shares
Tumble" and the referenced
New York Post:
"Salve for shorts | Herbalife is the subject of ‘pending’ probe"
[market-moving news reported without context of relevance]
-
January 29, 2013 IR Magazine |
Inside Investor Relations: "Social media fail to replace direct company
contact" with slide presentation of the referenced
2012 Brunswick Investor Use of
Digital and Social Media Survey [investor preferences for direct management
sources of decision-making information]
-
January 29, 2013 The New York Post:
"HerbaLife registers domain names against Bill Ackman" [communication
strategies addressing retail audience for valuation controversy]
-
January 28, 2013 Reuters: "Agrium
fires back at Jana's plan to split company" and
January 29, 2013 CNBC video
interview: "Agrium CEO: Our Stock Is Up; Nothing to Do with Jana" [reactions
to company presentation addressing issues raised by activist]
-
January 28, 2013 Wall Street Journal:
"Agrium Declares, 'We're Not Broken'" [example of company response to
activist proposal for short-term value realization]
-
January 25, 2013 Bloomberg:
"Icahn Says No Respect for Bill Ackman After Herbalife Bet" and
January 25, 2013 CNBC Halftime
Report video [activists focus on marketing and personal interests rather
than investment objectives]
-
January 23, 2013 CFO Journal / The
Wall Street Journal: "Activists Sought and Won Board Seats in 2012: Report"
[report of trends in management of activist funds]
-
January 17, 2013 Bloomberg:
"Activist Funds Loaded With Capital Augur Dealmaking Surge" [short term
profits of activism attracting more funds and more practitioners]
-
January 17, 2013 Corporate
Secretary: "Why activists are winning proxy fights" [appeasing activists
as alternative to winning support of investors]
-
January 9, 2013 New York Times
DealBook: "Just Business: 2 Hedge Fund Rivals Clash Over Herbalife" [how
activist speculator games define investor interests]
-
January 8, 2013 Wall Street Journal:
"Boards Cozy Up to Investors" [fund managers encouraging board
responsibility for investor communications]
-
December 23, 2012 Financial Times:
"Activist investors toast a banner year" and related
"Boom year for activist investors"
[expanding global practices of activist funds]
-
December 20, 2012 Bloomberg
Businessweek: "Ryan Morris, 28-Year-Old Activist Investor" [career path
of aspiring activist fund manager]
-
December 12, 2012 Deal Journal
(The Wall Street Journal Digital Network): "Nasdaq Expands Services With Thomson
Reuters Investor Relations Deal"; see also press release (with
link to
archived conference call and
presentation slides)
December 12, 2012, NASDAQ OMX (as
published by its subsidiary, Globe Newswire) press release: "NASDAQ OMX to
Acquire Thomson Reuters Investor Relations, Public Relations and Multimedia
Solutions Businesses" [increasing strategic and commercial importance of
investor communication services]
-
December 11, 2012 Financial Post:
"Carl Icahn busiest shareholder activist in 2012" [research on expansion of
activist funds]
-
November 28, 2012 Wall Street Journal:
"Activist Fund Takes Stake in Timken, to Argue For Breakup" [example of
communicating activist initiative to investors; includes supplemental
references to sequences of news reports, SEC filings, and trading patterns]
-
November 27, 2012 Wall Street Journal:
"Investors Demand CEO Face Time | Bosses Must Juggle More Meetings With
Investors, Leaving Less Time to Run Their Companies" [increased CEO
involvement and questions of fair access in competition for investor support]
-
November 20, 2012 CNBC: "Does
Shareholder Activism Accomplish Anything?" [using shareholder voting on
compensation as measure of investor confidence in management]
-
November 1, 2012 Bloomberg:
"Icahn Puts Netflix on Block With Bet Rivals Buy Not Build" [activist
campaign for investor support of short term value realization opportunity]
-
October 25, 2012 IR Magazine |
Inside Investor Relations: "The perfect shareholder base" [applying
professional marketing to development of investor support]
-
October 8, 2012 Financial Times:
"Lessons in control for the tech IPOs" [correlating nature of required
investor support with long term performance]
-
October 3, 2012 CFO Journal
(The
Wall Street Journal Digital Network): "More Companies Guiding Below Analyst
Estimates: FactSet" [increasing use of data analytics to understand investor
views]
-
October 1, 2012 Wall Street Journal:
"Earnings Wizardry" [managing investor expectations and managing
credibility]
-
September 27, 2012 Wall Street Journal:
"P&G's Stumbles Put CEO On Hot Seat for Turnaround" [activist process of
defining issues for investor support]
-
September 24, 2012 Wall Street Journal:
"Executive Pay Gets New Spin" [management explanations of compensation to
win investor support]
-
September
23, 2012 New York Times: "C.E.O.’s and the Pay-’Em-or-Lose ’Em Myth"
[governance experts repudiate "peer" benchmarking, advocate investor support of
company-specific compensation policies]
-
September 6, 2012 Bloomberg View:
"Facebook Investors Know Exactly Whom to Blame" [distinguishing
responsibilities for access to information and for its analysis]
-
Third Quarter 2012 Corporate Board Member (NYSE Euronext): "Flexing Corporate Muscle"
[corporate communications disputing proxy advisor recommendations]
-
August 21, 2012 CFO Journal. (The
Wall Street Journal Digital Network): "Boards Court Shareholders"
[observations of board communications to win investor support]
-
August 2012 Corporate
Secretary: "How Pershing Square has changed proxy fights" [professional
views of globalizing competition for investor support]
-
July 24, 2012 IR Magazine | Inside
Investor Relations: "This proxy season's mid-year trends | Investor
engagement well ahead of annual meetings has substantially increased"
[results of expanded investor communication during 2012 proxy season]
-
July 16, 2012 New York Times:
"Surveys Give Big Investors an Early View From Analysts" [questioning
fairness of privately reporting views to preferred investors]
-
July 11, 2012 Reuters:
"Shareholder website closing, cites complex voting rules" [support of
individual shareholder activists obstructed by antiquated proxy voting
processes]
-
July 3, 2012 Financial Times: "Citi shifts investor relations chief"
[responsibility for winning support of management policies]
-
July 2, 2012 IR Magazine | Inside
Investor Relations: "A brief history of IR time | How technological
developments have shaped the world of investors, analysts and IROs" and
"Tomorrow’s IR site, today"
[technology changes transforming investor access]
-
June 29, 2012 IR Magazine | Inside
Investor Relations: "Social media: not universally liked" [need for
responsible control of new investor communication processes]
-
June 26, 2012
Securities Technology Monitor: "Fund Managers Start to Like Social
Communications" [trends in investor communication among marketers of
financial services]
-
June 25, 2012 IR Magazine | Inside
Investor Relations: "Investors explore social media" [investors who
liked message boards now like Facebook]
-
March 15, 2011 Compliance Week: "Dynegy Shakeup a Case Study in
Shareholder Communications" [Board responsibility for
definition of issues and control of orderly review]
Academic and Professional Views
-
April
16, 2025, Pierluigi Matera of Link Campus University of Rome and Boston
University, posting in Harvard Law School Forum on Corporate
Governance: "AI, Identity-Driven Shareholder Activism, and the
Future of Corporate Governance" [Academic thoughts on activist
and management use of technologies to control rising interest of
individual investors]
-
April 8, 2025,
TAI | The Activist Investor: "The Oldest Established Permanent
Corp Gov Proposal in US Equity Markets" [Alternative uses of
shareholder voting]
-
March
31, 2025, Ray Garcia, Matt DiGuiseppe, and Ariel Smilowitz of
PricewaterhouseCoopers LLP posting in Harvard Law School Forum on
Corporate Governance: "'2025 Proxy Season Preview: A New Paradigm
for Investment Stewardship" [Professional analysis of evolving
investor and corporate engagement]
-
March
29, 2025, Maia Gez, Scott Levi, and Michelle Rutta of White & Case LLP
posting in Harvard Law School Forum on Corporate Governance:
"''Under Pressure': Walking the Fine Line of Section 13(d) Passive
Investor Status" [Professional analysis of the new rules of
engagement]
-
March 17, 2025, TheCorporateCounsel.net: "Corp Fin Addresses
Common Questions on New 13G Eligibility CDI" [SEC Staff
explanations of new policy for large investor engagement with companies]
-
March 12, 2025, Semafor:
"‘Incompetent:’ Jamie Dimon unloads on proxy advisor ISS"
[Prominent investment market leader questions reliance on professional
proxy voting advice]
-
February 11,
2025, Wall Street Journal: "The Magnificent 7 Are So Last Year.
Cash Cows Are the New Kings." [Renewed investor attention to "FCS"
(Fundamental Common Sense)]
-
February
3, 2025, The Shareholder Service Optimizer: "Reflections on
'Engaging with Investors'” [Professional perspectives on essential
communications between owners and users of capital]
-
February 22,
2025, Wall Street Journal: "Pension Funds Want Private Equity
to Open Up About Fees and Returns" [Professional fiduciaries
finding need for more informative reporting of their fund managers]
-
February 19,
2025, Wall Street Journal: "Hedge-Fund Fees Eat Up Half of
Clients’ Profits" [Investment adviser study of multi-decade
hedge fund performance]
-
January 8,
2025, Bloomberg: "How Analyst Job Cuts on Wall Street Are
Reshaping Equity Research" [Marketplace supports less
investment research while investor demand for analysis increases]
-
January 3, 2025,
Wall Street Journal: "The Stock Market Is Like a Fashion Show,
and Here’s One of Its Hot Must-Haves" [Starting a new year
with the old concern about reliability of analytical data]
-
December 20,
2024, New York Times: "Wall St. Is at It Again, Making
Irrelevant Market Predictions" [Renewed attention to value of
professional predictions]
-
December 10,
2024, TAI | The Activist Investor: "Everything is Rational
Apathy" [History of questions about diversified investor
attention to shareholder votes]
-
December
2, 2024, Matt Levine commentary in Bloomberg: "Texas Asks If
Index Funds Are Illegal" [Distinguishing between restricting
trade and supporting the marketplace]
-
November 27,
2024, Reuters: "Corporate execs see complications from more
fund democracy" [Views of corporate engagement professionals on
adaptations of pass-through voting]
-
October 29, 2024,
Boaz Weinstein of Saba Capital management, published in
Institutional Investor: "Closed-End Fund Investors’ Right to Vote
Is at Risk. Why the SEC Must Protect It." [Broader
controversies about voting rights of fund investors]
-
October 16, 2024, Jeffrey Sonnenfeld and Steven Tian of Yale University
posting in The Harvard Law School Forum on Corporate Governance:
"Re-Thinking The Hostility Towards Dual-Class Share Structures: When
Dual-Class Shares Work Better" [Academic research questions
basing corporate votes on broad policy without considering
company-specific conditions]
-
October 9, 2024, John Galloway of Vanguard, Inc., posting in Harvard
Law School Forum on Corporate Governance: "Investor Choice"
[Pioneer's report of initial efforts to invite owner direction of
stockholder voting]
-
September
24, 2024, Matt Levine commentary in Bloomberg: "Voting"
[Skeptical views of individual investor engagement in shareholder
voting]
-
September 13, 2024, Kai H. E. Liekefett and Derek Zaba of Sidley Austin
LLP posting in The Harvard Law School Forum on Corporate Governance:
"Lying in Corporate Elections" [Corporate lawyers propose SEC
regulation of activist proxy communications]
-
September 6,
2024, New York Times: "Wall Street Is Worried About Carl Icahn"
[Current concerns about aggressively marketed investment fund]
-
August
29, 2024, Matt Levine commentary in Bloomberg: "Bill Ackman Has
Some More PSUS Ideas" [Speculations regarding creative value
perception]
-
July 25, 2024,
Wall Street Journal: "Can Bill Ackman Turn Social-Media Stardom
Into a Blockbuster IPO?" [Highly visible fund manager relying upon
value of attention for pricing of fund]
-
July 18,
2024, Matt Levine commentary in Bloomberg: "Maybe Good
Governance Is Bad" [Relying upon fund managers for enlightened
use of concentrated voting rights]
-
July 8,
2024, Matt Levine commentary in Bloomberg: "Empty voting"
[Alternatives for controlling stockholder votes without economic
ownership interest in company stock]
-
July 2,
2024, Semafor: "Evidence - Genie in the bottle"
[Increasing appreciation of the value of information for investing
decisions]
-
June 26, 2024,
Wall Street Journal: "Go Woke, Go Broke? Not a Chance, Say Ben
and Jerry" [Advantages and disadvantages of corporate support
for both production and purpose]
-
June 13,
2024, Semafor: "BlackRock conspiracy theory falls flat"
[Evolving marketing strategies for "retail" ultimate owner interests in
shareholder votes]
-
June
7, 2024, Lucian A. Bebchuk of Harvard Law School, posting in Harvard
Law School Forum on Corporate Governance: "The Perils of Governance
by Stockholder Agreements (2): A Note on Unplanned Consequences"
[Concerns about proposed legislative confusion of foundations for
corporate investment]; see also related
-
June 7, 2024, Sarath
Sanga of Yale Law School, Gabriel Rauterberg of Michigan Law School, and
Eric Talley of Columbia Law School posting in Harvard Law School
Forum on Corporate Governance: "Letter in Opposition to the
Proposed Amendment to the DGCL"
-
June 10, 2024, Lawrence A.
Hamermesh of Widener University Delaware Law School, letter to
Senator Bryan Townsend, Majority Leader, and Representative Krista
Griffith of the Delaware General Assembly
(3 pages, 151 KB, in
PDF format);
a version of this letter was later provided by its author for
publication by Harvard Law School Forum,
here
-
May 23, 2024,
Jeffrey Sonnenfeld and Steven Tian of Yale University commentary in
CNBC: "Op-ed: How activist investors are deactivating with proxy
battle losses" [Increasingly evident questions about
performance of professionalized activism]; see also
May 30, 2024, Jeffrey Sonnenfeld
and Steven Tian of Yale School of Management commentary in Fortune:
"Activist investors are suffering grueling defeats in proxy fights—but
they can still matter when they pick the right battle"
[Critics of parasitic activism provide contrasting example of
constructive investor advocacy]
-
May
13, 2024, David F. Larcker and Brian Tayan of Stanford University
posting in Harvard Law School Forum on Corporate Governance:
"Seven Questions about Proxy Advisors" [Renewed academic
interest in marketplace role of commercial proxy adviser services]
-
May
7, 2024, Henry T. C. Hu of University of Texas and Lawrence A. Hamermesh
Widener University Delaware Law School posting in Harvard Law School
Forum on Corporate Governance: "The Shareholder Franchise,
Transformative Investor Changes, and Motivational Misalignments"
[Relating interests of investment service providers to their ultimate
investors' interests in the management of an enterprise]
-
April 26,
2024, Reuters: "Vote no to bashing proxy advisers" [Viewed
benefits of proxy advisers before anticipated reliance on their
definition of retail pass-though choices]
-
April 15,
2024, Jeffrey Sonnenfeld and Steven Tian of Yale School of Management
commentary in Fortune: "Norfolk Southern is getting back on
track–but activist investor Ancora is trying to derail it in a vicious
proxy fight" [Academic analysis challenges seemingly
opportunistic activist campaign]
-
April 10,
2024, Matt Levine commentary in Bloomberg: "Super Users Had
Inflation Questions" [Regulatory distinction between private
insight and nonpublic information]
-
March
31, 2024, Dow Jones MarketWatch: "Here’s how Wall Street
analysts’ favorite stock picks performed over the past five years"
[Comparing analysis of professional projections with historical
performance to select investments]
-
March 18, 2024, Paul
Washington of The Conference Board and Broadridge Independent Steering
Committee, posting in Harvard Law School
Forum on Corporate Governance: "Avoiding Hanging Chads in
Corporate Voting in 2024" [Continuing progress in applications
of new technologies to old need for reliable stock ownership records]
-
March 14, 2024, Chris Perry of
Broadridge Financial Solutions, published in Forbes: "In
Baseball And Corporate Proxy, Change Can Be A Home Run"
[Practical opportunities of individual engagement in voting of corporate
stock]
-
February 17, 2024, Dow Jones
MarketWatch: "Want your stock picks to beat index funds? Look
at companies with one key metric." [Selecting investments
based on analysis of returns instead of predicted trends]
-
January 22, 2024, IR Magazine:
"Activism: Collective voting power of retail shareholders could sway
contested votes" [Professional advisor encourages focus on
increasing importance of "retail" investors]
-
January 13, 2024, Dow Jones
MarketWatch: "Mastercard’s stock upgrade backed by a high
growth estimate and incredible long-term success" [Example of
analyzing long term performance data for long term investment]
-
January 4, 2024, Matt Levine
commentary in Bloomberg: "Money for votes" [Valuing
the voting derivative of investments in corporate stock]
-
December 6, 2023, Nadya Malenko of
Boston College, published in Forbes: "The Democratization Of
Corporate Governance" [Questions raised about practicality of
institutional offerings of retail pass-through voting]
-
November 8, 2023, Shivaram Rajgopa
of Columbia Business School, published in Forbes: "A Governance
Watchlist For Asset Managers And Activists" [Academic research
supporting institutional investor and activist focus on statistically
identified underperforming companies]
-
November 1 and 2, 2023,
Matt Levine commentaries in Bloomberg: "Trade the News, Then
Publish It" [Professional investor and journalist views of fair
access to decision-making information]
-
October 28, 2023, John
Morley of Yale Law School, David Berger and Amy Simmerman of Wilson
Sonsini Goodrich & Rosati posting in Harvard Law School Forum on
Corporate Governance: "Anthropic Long-Term Benefit Trust"
[New legal concept of corporate governance to support socially
responsible development of artificial intelligence]
-
October 18, 2023, Dow Jones
MarketWatch: "One semiconductor company is expected to grow
sales nearly as quickly as Nvidia through 2025" [Observations
of capital allocation based on currently reported rather than reasonably
expected returns]
-
October 13, 2023, Chuck
Callan and Mike Donowitz of Broadridge Financial Solutions, posting in
Harvard Law School Forum on Corporate Governance: "2023 Proxy
Season Review" [Statistics of increasing involvement in
shareholder decisions by ultimate owners of capital]
-
October 6, 2023, Diligent
Market Intelligence (f/k/a Insightia): "Activism & Voting
This Week" [Professional activism viewed as one of reasons for
higher rate of CEO change]
-
September 28, 2023, Bloomberg:
"Nike Jumps as Profit, Inventory Results Ease Demand Fears"
[Investment professionals and media surprised when quarterly performance
consistent with long term path]
-
September 21, 2023, Dow Jones
MarketWatch: "Micron’s stock might be an excellent play for AI
investors who want to diversify beyond Nvidia" [Investment
analysis looking beyond a few quarters]
-
September 16, 2023, Allen
He and Jessica Pollock of FCLTGlobal, posting in Harvard Law School
Forum on Corporate Governance: "In 2022, Corporate Time Horizons
Shorten, Investors’ Lengthen" [Analysis of short term trends
in long term views of corporate managers and investors]
-
August 29, 2023, Martin
Lipton of Wachtell Lipton Rosen & Katz, posting in Harvard
Law School Forum on Corporate Governance: "Dealing with Activist
Hedge Funds and Other Activist Investors" [Professional advice to
escalate controversy (and professional fees) instead of addressing
issues raised by activists]
-
August 26, 2023, Dow Jones
MarketWatch: "Can Nvidia keep growing this quickly? Here’s what
Wall Street thinks." [Application of professional investment
analyses to popular technology growth stocks]
-
August 19, 2023, Alan H. Shaw,
President and Chief Executive Officer of Norfolk Southern Corporation,
interview in Semafor: "On the Record" [Keeping focus
on long-term competitive viability]
-
July 24, 2023, Wall Street
Journal: "BlackRock’s False Voting ‘Choice'" [Financial
publisher editorial board criticizes narrow range of policies offered
for investor proxy voting]; see also responsse:
-
July 6, 2023,
Financial Times | Financial Advisor IQ: "Gen Z Opting for
Careers in Finance over Tech, Health Care: Study" [Finance
profession now top choice of recent college graduates]
-
June 26, 2023, Dow Jones
MarketWatch: "Another way to play AI stocks: These companies, including
Nvidia, have been the most efficient chip makers" [Investing
based on use of capital to produce supplies for new goods or services]
-
June 5, 2023, Maria
Castañón Moats, Paul DeNicola and Matt DiGuiseppe of
PricewaterhouseCoopers LLP posting in Harvard Law School Forum on
Corporate Governance: "Director-Shareholder Engagement: Getting It
Right" [Professionalizing responsibilities for governing a
commonwealth's use of capital]
-
June 1, 2023, Benjamin Doty
of Koss Olinger & Company published by CFA Institute, Enterprising
Investor: "Active vs. Passive Revisited: Six Observations"
[Professional summarizes questions about analyses of both actively
managed and indexed funds]
-
May 10, 2023, Insightia:
"IN-DEPTH: Wolfpack activism" [Activist lawyers seek
distinction of "wolf pack" and "swarm" based on existence of formal
agreement to act in concert]
-
April 25, 2023, Fortune:
"Goldman analysts say these red flags could make activist investors
attack your company" [Swarming of professional activists
stimulates swarming of professional defense advisers]
-
April 21, 2023, Wall Street
Journal: "Picking a Stock for the Year 2048" [Academic
efforts to compare long term investing in companies with trading in
their stocks]
-
April 14, 2023, The New York
Times: "With the Odds on Their Side, They Still Couldn’t Beat the
Market" [Recent data supporting benefits of indexing but
questioning prevailing methodologies]
-
April 3, 2023, Jill E. Fisch of University of Pennsylvania and Jeff
Schwartz of University of Utah posting in Harvard Law School Forum on
Corporate Governance: "Corporate Democracy and the Intermediary
Voting Dilemma" [Academic analysis of evolving competition for
support of "retail" investors]
-
March 31, 2023, Forbes: "Is Your Company Ready For An Activist
Attack?" [Swarm of professional activists stimulates swarm of
professional defense advisers]
-
March 31, 2023, The New York Times: "How Big Tech Camouflaged
Wall Street’s Crisis" [Questions raised about both logic and
practicality of index methodology]
-
March 21, 2023, TheCorporateCounsel.net: "BlackRock’s Letter to
Shareholders: Sign of the Times" [Largest investment management
service integrates messaging to all audiences]
-
March 17, 2023, Barron's: "Regional Banks’ Dividends Look Safe
Despite Panic" [Questions about efficient banks raise questions
about efficient markets]
-
March 1, 2023, Jeffrey Sonnenfeld and Steven Tian, Yale School of
Management, in Fortune: "Activists should sail away from their
doomed attack on Benioff’s Salesforce" [Further academic analysis
of professional activist performance]
-
February 25, 2023, Financial Times: "Warren Buffett defends
buybacks to Berkshire Hathaway shareholders" [Widely followed
investor's evolving views of committing capital to corporate
enterprises]
-
February 4, 2023, Barron's: "Activist Funds Excel at Collecting
Fees, Not Fixing Companies" [Observations of academic research
challenging value of professionalized activism]
-
January 19, 2023, Jeffrey Sonnenfeld and Steven Tian, Yale School of
Management, in Fortune: "The last flicker of the candle as Peltz
melts" [Analyses of actual returns generated by leading
professional activists]
-
December 21, 2022, Leo E. Strine, Jr., of Wachtell Lipton Rosen & Katz,
Penn Law School and Harvard Law School posting in Harvard Law School
Forum on Corporate Governance: "Good Corporate Citizenship We Can
All Get Behind?: Toward A Principled, Non-Ideological Approach To Making
Money The Right Way" [Starting a new year with common sense about
practical business]
-
December 6, 2022, Matt Levine in Bloomberg Opinion: "You Can’t
Tell Analysts Too Much" [Examining fair disclosure rules to
support fair access]
-
November 23, 2022, Matthew Brooker in Bloomberg Opinion: "How
Small Shareholders Can Cause Good Trouble | Fintech startups are helping
facilitate an investing revolution beyond meme stocks" [Evolving
market for support of retail shareholder voting]
-
November 12, 2022, Ning Chiu, Robert A. Cohen and Michael Kaplan of
Davis Polk & Wardwell LLP, posting in The Harvard Law School Forum on
Corporate Governance: "Rare Court Decision in Regulation FD
Litigation Highlights Risks of Calls with Analysts" [Recent
clarification of regulation supporting fair investor access to
information]
-
November 2022, Zohar Goshen, Reilly S. Steel in The Yale Law Journal:
"Barbarians Inside the Gates: Raiders, Activists, and the Risk of
Mistargeting" (76 pages, 1.3
MB, in
PDF format)
-
Third Quarter 2022, Alexandra Reed Lajoux published in Directors and
Boards: "Defying Critics and Curbs, Buybacks Persist: Should
Executives Benefit From Them?" [Update of evolving professional
views guiding board consideration of stock buybacks]
-
October 26, 2022, Kai H.E. Liekefett, Leonard Wood and Derek Zaba of
Sidley Austin LLP, posting in The Harvard Law School Forum on
Corporate Governance: "Perspectives on the Current Activism
Landscape" [Professionals review evolving trends of
professionalized activism]
-
October 8, 2022, Dow Jones MarketWatch: "21 dividend stocks
yielding 5% or more of companies that will produce plenty of cash in
2023" [Fundamental common sense of investing based on a company's
ability to generate sustainable profits]
-
September 21, 2022, Matt Levine in Bloomberg Opinion: "Don’t Read
the Proxy Statement" [The value of shareholder voting]
-
September 14, 2022, Jeffrey Sonnenfeld of Yale School of Management,
published in The Economist: "People trust executives to intervene
in social issues, says Jeffrey Sonnenfeld" [Studied view of
responsibilities for leadership of enterprise communities]
-
September 1, 2022, Dow Jones MarketWatch: "You need quality
stocks during times of turmoil. Here’s one good strategy for picking
them" [Renewed attention to a company's ability to generate
sustainable profits from use of investors' capital]
-
August 10, 2022, Bloomberg: "ESG’s ‘Social License’ Will Endure
Even If the Letters Don’t" [Corporate consultant supports need to
measure sustainability of investments]
-
July 30, 2022, The Wall Street Journal: "Is There a Relationship
Between High CEO Pay and Corporate Effectiveness?" [Unexpected but
not irrational relationship of pay and performance]
-
July 20. 2022, Robert Eccles and Kazbi Soonawalla of Oxford University
posting in The Harvard Law School Forum on Corporate Governance:
"The Long and Winding Road to Financial Reporting Standards"
[Relatively brief academic summary of long history of efforts to assure
reliable investment reporting]; see also
-
July 5, 2022, Matt Levine in Bloomberg Opinion:
"Universal owners vs. labor | Should index funds be illegal?"
[Analytics correlating increased index investing with decreased
incomes of pension beneficiaries]
-
July 2022, Broc Romanek of Perkins Coie LLP: "Shareholder Engagement"
(7 pages, 343 KB, in
PDF format) [Advice of
corporate governance lawyer guided by firm's "Persuasive
Communications Advisor" for effective company engagement team
meetings with investor stewardship teams]
-
June 28, 2022, Jeffrey N. Gordon of Columbia Law School posting in
Columbia Law School CLS Blue Sky Blog: "Why the SEC’s Proposal
for 'Modernization of Beneficial Ownership Reporting' Is Flawed"
[Expert views of proposed SEC revisions of 13D stock
ownership reporting requirements]
-
June 14, 2022, Jeffrey A. Sonnenfeld and Steven Tian of the Yale Chief
Executive Leadership Institute, published in Fortune: "Zelensky
unplugged: Ukraine’s president gives American CEOs advice and sobering
warnings about ‘our common war’" [Investment value of enlightened
corporate leadership]; see also
-
May 18, 2022, Jeffrey Sonnenfeld of Yale
School of Management, and
Yash Bhansali, Steven Tian, Ryan Vakil and Steven Zaslavsky of Yale
Chief Executive Leadership Institute: "It Pays For Companies To Leave
Russia" (21 pages, 2.2 MB, in
PDF format); for a
subsequently posted version of this paper, see
June 24, 2022, Jeffrey A.
Sonnenfeld of Yale School of Management, posting in The Harvard Law
School Forum on Corporate Governance: "It Pays For Companies To
Leave Russia" [Data analytics of investment valuation reactions to
corporate political policies]
-
May 24. 2022, Ira T. Kay, Mike Kesner and Joadi Oglesby of Pay
Governance LLC, posting in The Harvard Law School Forum on Corporate
Governance: "ESG Incentives and Executives"
[Professional compensation consultant encourages continuing analysis and
refinement of ESG incentives]
-
May 3, 2022, Philip Goldstein of Bulldog Investors posting in The
Harvard Law School Forum on Corporate Governance: "SEC Gag Orders
are Against Public Policy" [Advocacy of rights to continue public
arguments of settled SEC cases]
-
May 2022, Lucian A. Bebchuk, Kobi Kastiel & Roberto
Tallarita, published by the Harvard University John M. Olin Center for
Law, Economics, and Business: "Does Enlightened Shareholder Value Add
Value?" (32 pages, 393 KB, in
PDF format); see also
May 9.
2022, Lucian Bebchuk of Harvard Law School, Kobi Kastiel of Tel Aviv
University, and Roberto Tallarita of Harvard Law School posting in
The Harvard Law School Forum on Corporate Governance: "Does
Enlightened Shareholder Value Add Value?" [Academic analysis
challenges public relations concept of "Enlightened Shareholder Value"]
-
April 19, 2022, Corporate Secretary Magazine: "CII says
beneficial ownership proposal can aid engagement" [Advocates of
institutional investor engagement seek new rules enabling
collaborations]
-
April 15, 2022, posting by Charles Nathan of Finsbury Glover Hering,
posting in The Harvard Law School Forum on Corporate Governance:
"A Deconstruction of the Short-Termism Thesis" [Professional
adviser's advocacy of FCS ("Fundamental Common Sense") supported by
empirical research]
-
April 8, 2022, Jill E. Fisch, University of Pennsylvania Carey Law
School; forthcoming publication, Research Paper No. 22-16, Boston
University Law Review: "GameStop and the Reemergence of the Retail
Investor" (42 pages, 457 KB, in
PDF format); see also
related April 8. 2022, Jill E. Fisch of University of
Pennsylvania, posting in The Harvard Law School Forum on Corporate Governance:
"GameStop and the Reemergence of the Retail Investor" [Academic
source of advocacy for "financial populism"]
-
April 2, 2022, The New York Times: "The Long Roots Of a People’s
Revolt Against Wall Street - How Civil War History Explains Memestocks"
[Historical context for observations of current "financial populism"]
-
March 19, 2022, Dow Jones MarketWatch: "10 highest-yielding
Dividend Aristocrat stocks for uncertain times as interest rates rise
and economic growth slows." [Analytical validation of investment
in long term production of goods and services]
-
March 8, 2022, IR Magazine: "'I try to stay away from hybrid in
the same meeting,’ says Cowen’s head of corporate access"
[Investor relations professionals considering plans for post-pandemic
corporate access]
-
February 27, 2022, Bloomberg: "Buffett Touts Berkshire’s
Infrastructure Might With Plan to Grow" [Intrinsic value of
investing in sustainable production of goods and services]
-
February 3, 2022, Antoine Argouges of Tulipshare commentary in
Proactive: "The history of shareholder activism and why shareholders
shouldn’t stay silent any longer" [Service provider support of
expanded engagement by new investors]
-
January 18, 2022, Matt Levine commentary in Bloomberg Opinion:
"BlackRock Still Likes Capitalism" [Professional observations of
investment manager's corporate governance policies]
-
December 11, 2021, The Wall Street Journal: "The Best-Managed
Companies of 2021—and How They Made It to the Top" [Ranking of
companies based on management of business enterprise]
-
November 12, 2021, Lawrence A. Hamermesh of University of Pennsylvania,
Jack B. Jacobs of Young Conaway Stargatt & Taylor, LLP, and Leo E.
Strine, Jr. of University of Pennsylvania, posting in The Harvard Law
School Forum on Corporate Governance: "Optimizing The World’s
Leading Corporate Law: A 20-Year Retrospective and Look Ahead"
[Legal experts who have defined corporate law offer recommendations
supporting reliance on director responsibility]
-
November 8, 2021, Time (October 29, 2021, preliminary version):
"Chamber of Conscience" [Responsibilities for leadership of
enterprise communities]
-
October 22, 2021, Barron's: "Robinhood’s New Proxy Platform Battles
Investor Apathy" [Market research of retail investors stimulates
adaptive efforts of their advisers]
-
October 15, 2021, TheCorporateCounsel.net: "BlackRock’s Voting
Change: Not Such a Big Deal?" [Marketing strategy of
customer-directed voting viewed as antitrust defense strategy]
-
October 15, 2021, The New York Times: "Shareholder Democracy Is
Getting Bigger Trial Runs" [Investment service providers' marketing
strategies focused on engaging ultimate investors]
-
October 6, 2021, Morningstar: "Robinhood Enters the Realm of Proxy
Voting" [Market research of evolving "retail" investor engagement]
-
October 4, 2021, Matt Levine commentary in Bloomberg Opinion:
"Body Language" [Continuing
questions about private investor meetings with corporate managers]
-
September 24, 2021, Witold Henisz of The Wharton School of the University
of Pennsylvania, for Engine No. 1, posting in The Harvard Law School
Forum on Corporate Governance: "A New Way of Seeing Value" [A
new way of marketing to engaged retail investors]
-
September 15, 2021 (Draft), Charles Korsmo of Case Western Reserve
University School of Law and Minor Myers of University of Connecticut
School of Law: "What Do Stockholders Own? The Rise of the Trading Price
Paradigm in Corporate Law"
(42 pages, 637 KB, in
PDF format) [Implications
of Delaware court rulings in recent appraisal cases on legal foundations
of corporate purpose and shareholder rights]
-
September 15, 2021, Angel Tengulov of University of Kansas posting in
The Harvard Law School Forum on Corporate Governance: "Market
Efficiency and Limits to Arbitrage: Evidence from the Volkswagen Short
Squeeze" [Analysis of new and old market vulnerabilities to trading
manipulations of short squeezes]
-
September 2, 2021, Ryan A. McLeod of Wachtell Lipton Rosen & Katz
published by Global Comparitive Law in Equity Chambers: "Lessons
From the First State: Delaware’s Books and Records Jurisprudence –
Corporate America’s Evolving Battleground"
(31 pages, 523 KB, in
PDF format) [Historical
common law foundations of stockholder rights to corporate records, and
concerns about recent litigation applications]
-
September 2021,
Insightia, Ltd. (f/k/a Activist Insights and Proxy Insights): "Proxy
Voting Season Snapshot 2021"
(23 pages, 5.7 MB, in
PDF format) [Statistical
summaries of U.S. institutional investor voting on director elections and
proxy fights, environmental proposals, social proposals, and compensation]
-
August 28, 2021, Lawrence A. Cunningham of George Washington University
Law School, published in Dow Jones MarketWatch: "Opinion: What
happens when companies cater to customers, reward employees and partner
with suppliers? Investors profit." [Investment scholar presents
evidence that some corporate managers know sustainable profit requires
respecting stakeholders]
-
August 23, 2021, Ira M. Millstein of
Columbia Business School and Law School, published in The Wall Street
Journal: "Stakeholder Capitalism Is Slowly Advancing"
[Experienced corporate adviser encourages "some sacrifice of immediate
shareholder value" (a/k/a "investment") supporting stakeholder interests
to create longer-term value]
-
August 19, 2021,
TheCorporateCounsel.net: "Retail Investor Q&A: Coming Soon to an
Earnings Call Near You?" [Corporate management observations of
increased "retail" investor engagement]
-
August 18, 2021, Lucian Bebchuk and
Roberto Tallarita of Harvard Law School, published in The Wall Street
Journal: "‘Stakeholder’ Talk Proves Empty Again" [Academic
research finds no relationship between corporate rhetoric and FCS
(Fundamental Common Sense)]; see also referenced
August 4, 2021
(Draft), Lucian A. Bebchuk and Roberto Tallarita of Harvard Law School: "Will
Corporations Deliver Value to All Stakeholders?"
(63 pages, 757 KB, in
PDF format)
-
June 6, 2021, posting by Kiran Vasantham, Jana Jevcakova, and Mandy Offel
of Morrow Sodali posting in The Harvard Law School Forum on Corporate
Governance: "Institutional Investor Survey 2021" [Annual update
of market research on global institutional investor proxy voting policies]
-
April 10, 2021, New York Times: "Inside the Fight for the Future of
The Wall Street Journal" [Alternative strategies for sustainable news
publishing]
-
April 10, 2021, New York Times: "Why Buy a Yacht When You Can Buy a
Newspaper?" [Alternative returns on investment in news publishers]
-
February 26, 2021, Richard J. Grossman and Neil P. Stronsk of Skadden
Arps Slate Meagher & Flom LLP posting in The Harvard Law School Forum
on Corporate Governance: "New Tactics and ESG Themes Change the
Direction of Shareholder Activism" [Professional defense advisers
continue recommending professional services to defend instead of
respect]
-
February 17, 2021, Moody's Investor Services: "Request for
Comment | General Principles for Assessing Environmental, Social and
Governance Risks: Proposed Methodology Update – Enterprises Appendices"
(17 pages,
851 KB, in PDF format)
[Disciplined analysis of "ESG" considerations on reliability of
enterprise ability to generate sustainable returns from use of capital]
-
February 1, 2021, Corporate Secretary Magazine: "Companies face
proposals on employee representation" [ESG advocates considering
German-Scandinavian model of employee representation on boards]
-
January 17, 2021, Matthew Scott of Proxy Insight, posting in The
Harvard Law School Forum on Corporate Governance: "A Look at This
Year’s Voting Trends Following the US N-PX Disclosures" [Trends in
major investment managers' reported votes supporting executive
compensation]
-
December 28, 2020 posting by Lynn E. Turner posting in The Harvard
Law School Forum on Corporate Governance: "Reforms of the Auditing
Profession: Improving Quality Transparency, Governance and
Accountability" [Expert recommendations to restore reliance on
independent auditing]
-
December 15, 2020, Leo E. Strine, Jr., of Columbia Law School,
Harvard Law School, University of Pennsylvania Law School and Wachtell
Lipton Rosen & Katz: "Restoration: The Role Stakeholder Governance Must
Play in Recreating a Fair and Sustainable American Economy"
(71 pages,
987 KB, in PDF format); see
subsequently published January 7, 2021, Leo E. Strine of Wachtell Lipton
Rosen & Katz and Harvard Law School posting in The Harvard Law School
Forum on Corporate Governance: "Restoration: The Role Stakeholder
Governance Must Play in Recreating a Fair and Sustainable American
Economy" [Authoritative view of new year's opportunity to restore
foundations of producing goods and services]
-
November 17, 2020, Lynn E. Turner of the Alliance Of Concerned
Investors, posting in The Harvard Law School Forum on Corporate
Governance: "Financial Reporting and the Financial Reporting
Regulators" [Accounting experts urge renewed SEC focus on information
needed for investor decisions]
-
November 2020, Ariane de Vienne of Institutional Shareholder Services:
"Active Ownership: Insights from Global Asset Owners"
(16 pages, 997 KB, in PDF format)
-
October-November 2020, Columbia Law School Millstein Center: "The
Post-Pandemic Economy" and "Rethinking Stewardship" [Scholars
discuss views for reconsideration of capital market policies]
-
October 23, 2020, Leo E. Strine, Jr., of Columbia Law School, Harvard
Law School, University of Pennsylvania Law School and Wachtell Lipton
Rosen & Katz: "Stewardship 2021: The Centrality of Institutional
Investor Regulation to Restoring a Fair and Sustainable American
Economy"
(35 pages,
645 KB, in PDF format)
-
October 10, 2020, Martin Lipton and Kevin S. Schwartz of Wachtell Lipton
Rosen & Katz, posting in The Harvard Law School Forum on Corporate
Governance: "Reclaiming 'Value' in the True Purpose of the
Corporation" [Leading management defense adviser reconciles
"stakeholder vs. shareholder" advocacy based on established legal
foundations of corporate "purpose"]
-
September 30, 2020 Forum Report of Shareholder Survey: The New York
Times Company 2020 Investor Interests (for a printable copy, click
here) [Investor market support of news publishing model
focused on producing content]
-
September 30, 2020, Jason Zweig of Wall Street Journal interview of
previous recipients of lifetime achievement awards Gretchen Morgenson,
NBC and Allan Sloan, Washington Post upon his own receipt of award by
New York Financial Writers' Association: "The 44th Elliott V. Bell Award
Ceremony/Battling Burnout Discussion" [Financial reporting
experts' views of providing essential information to decision-makers]
-
September 25, 2020, Matt Orsagh of the CFA Institute: "Short-Termism
Revisited" [Professional analysts update study of "short-termism"
impairment of long term benefits]
-
September 7, 2020, Thomas A. Cole of Sidley Austin LLP posting in The
Harvard Law School Forum on Corporate Governance: "CEO Leadership:
Navigating the New Era in Corporate Governance" [Another expert
explains legal foundations for rediscovered FCS (Fundamental Common
Sense)]
-
September 2020, Georgeson and Proxy Insight: "2020 Annual Corporate
Governance Review | Part I" (54 pages, 3.0 MB, in
PDF format) [Detailed
statistics and analyses of S&P 1500 company proxy voting, July 2019 to
June 2020]
-
August 28, 2020,
Randi Val Morrison of Society for Corporate Governance, posting in
The Harvard Law School Forum on Corporate Governance: "BRT Statement
of Corporate Purpose: Debate Continues" [Documented foundations of
"stakeholder" respect in rediscovered FCS (Fundamental Common Sense)]
-
August 24, 2020, Peter Atkins, Marc Gerber and Kenton King of Skadden
Arps Slate Meagher & Flom, posting in The Harvard Law School Forum on
Corporate Governance: "Stockholders Versus Stakeholders—Cutting the
Gordian Knot" [Offering professional guidance for rediscovery of
FCS (Fundamental Common Sense)]
-
August 12, 2020 TheCorporateCounsel.net: "BRT’s 'Corporate
Purpose' Statement- What Did CEOs Intend-" and "Corporate Purpose: Take
2 for the 'Takeover Titans'?" [Professional views of "corporate
purpose" proclamations and bandwagon opportunities]
-
August 7, 2020 (Working Draft), Lucian A. Bebchuk and
Roberto Tallarita of Harvard Law School, for publication in December
2020 Cornell Law Review: "The Illusory Promise of Stakeholder
Governance" (68 pages, 658 KB, in
PDF format) [Analysis
concluding new "stakeholder" corporate governance concept would not
benefit stakeholders]; see also related
August 6, 2020, Lucian
Bebchuk and Roberto Tallarita published in The Wall Street Journal:
"‘Stakeholder’ Capitalism Seems Mostly for Show" [Academic
analysis discourages reliance on "stakeholder" governance to support
stakeholder interests]; see also subsequent response to issues raised by
analysis:
-
July 17, 2020, IR Magazine: "Investor groups urge SEC to help
improve virtual AGMs" [Investor concerns about practices in recent
"virtual" shareholder meetings]
-
July 5, 2020, Byung Hyun Ahn, Jill E. Fisch, Panos N.
Patatoukas and Steven Davidoff Solomon, to be published by the
University of Pennsylvania Law School Institute for Law and Economics:
"Synthetic Governance" (40 pages,
430 KB, in PDF format); see
also summary in July 28, 2020, Steven Davidoff Solomon of the
University of California, Berkeley, posting in The Harvard Law School
Forum on Corporate Governance: "Synthetic Governance" [Another
practical application of "smart beta" selective indexing]
-
July 1, 2020 TheCorporateCounsel.net: "Tangible 'Corporate
Purpose': Investor Views" [Corporate management view of "corporate
purpose" and "stakeholder" debates]
-
June 24, 2020, IR Magazine: "Two thirds of investors open to
working with activists" [Survey of global investor receptivity to
activists]
-
June 22, 2020 Lawrence Hamermesh of Widener University interview by
The Deal: "Activist Investing Today: Hamermesh on Icahn, Bylaws and
Insider Votes" [Authoritative observations concerning dissident
shareholder rights]
-
June 2020, FCLTGlobal: "Making the Call: The Role of Long-term
Institutional Investors in Activism" (20 pages,
517 KB, in PDF format)
[Coalition of advisers offer guidance for fund managers' support of
corporate resistance to short-term activist pressures]
-
June 2020, SquareWell Partners: "Making Corporate
Purpose Tangible |
Corporate Purpose Survey 2020" (17 pages, 356 KB, in
PDF
format); see also related June 19, 2020, Edouard Dubois and Ali Saribas
of SquareWell Partners, posting in The Harvard Law School Forum on
Corporate Governance: "Making Corporate Purpose Tangible—A Survey of
Investors" [Survey of global investor stewardship professionals
supporting corporate ESG policies]
-
May 16, 2020, Robert G. Eccles of Oxford University, Leo E. Strine of
Harvard Law School and Timothy Youmans of Federated Hermes, posting in
The Harvard Law School Forum on Corporate Governance: "Purpose
With Meaning: A Practical Way Forward" [Renewed focus on how to
support the production of goods and services - Part 1: A proposal]
-
April 28, 2020, Jeremy Jacobs of Abernathy MacGregor in IR
Magazine: "How to pull off your virtual earnings call"
[Current need for adaptation focuses on effective management of
communication tools]
-
April 23, 2020, FCLTGlobal and Russell Reynolds: "Tone at the Top: The
Board’s Impact on Long-term Value" (12 pages,
1.7 MB, in PDF format); see
also subsequently published
June 25, 2020, Shawn Cooper of Russell Reynolds Associates and Sarah
Keohane Williamson of FCLTGlobal posting in The Harvard Law School Forum
on Corporate Governance: "The Board’s Impact on Long-term Value" [Board
advisers' guide for returning corporate attention to economically sound
business]
-
March 4, 2020, Matt Levine commentary in Bloomberg Opinion:
"Owners Access Companies Directly | Corporate access" [Continuing
questions about private investor meetings with corporate managers]
-
February 2020, Morrow Sodali: "Institutional Investor
Survey 2019" (28 pages,
347 KB, in PDF format); [Increasing
focus on ESG issues]
-
February 12, 2020, Julien
Ghesquieres, Jeff Kotzen, Tim Nolan, Alexander Roos, Gregory Rice and
Hady Farag of Boston Consulting Group: "Investors Want Companies to Be
Resilient and Bold" (7 pages,
447 KB, in
PDF format) [Management
consultant's annual survey of global investment professionals'
expectations and priorities]
-
February 6. 2020 Fortune: "Click here to oust the board— Inside
the A.I. startup that’s transforming activist investing" [Venture
offering activists and corporate defenders artificial intelligence to
predict investor decisions]
-
February 4, 2020, IR Magazine: "Inside IBM’s year-round
engagement efforts | Why IBM won the 2019 Corporate Governance Award for
best shareholder engagement" [Recognition for practicing recommended
"continuum" investor communications]
-
January 16, 2020, Martin Lipton of Wachtell, Lipton, Rosen & Katz,
posting in The Harvard Law School Forum on Corporate Governance:
"Embracing the New Paradigm" [Leading corporate defense expert
bases playbook on corporate purpose of producing goods and services];
see also related January 20, 2020, Martin Lipton of Wachtell, Lipton, Rosen &
Katz, posting in The Harvard Law School Forum on Corporate Governance:
"Dealing with Activist Hedge Funds and Other Activist Investors"
[Leading corporate defense expert's new playbook for services to battle
activists]
-
December 30, 2019, Matteo Tonello of The Conference Board and Matteo
Gatti of Rutgers Law School posting in The Harvard Law School Forum
on Corporate Governance and Financial Regulation: "Board-Shareholder
Engagement Practices" [Professional staff views of board
responsibilities for managing a company's shareholder relationships]
-
December 23, 2019, Lex Suvanto and David Carey of Edelman posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Wake Up Call for Corporate Leaders" [Professional
survey research defines investor decision-making relevance of ESG
factors]
-
December 21, 2019, Ryan Beck and Amit Seru of Stanford Graduate School
of Business, published in the Sunday Review of The New York Times:
"Short-Term Thinking Is Poisoning American Business" [Business
scholars' view of "Capitalism’s Long-Term Solution"]
-
December 12, 2019, The New York Times: "Want a Bigger Say on
Corporate Behavior? Move Your Money" [Linking the voting control
bandwagon to the ESG bandwagon]
-
November 26, 2019, Rick Wartzman and Kelly Tang of the Drucker
Institute, posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Measures of Corporate
Effectiveness and the Management Top 250 Rankings" [Analytics
supporting investments based on recently rediscovered foundations of
business profits]
-
November 19, 2019, Alon Brav of Duke University, Matthew D. Cain of the
University of California, Berkeley, and Jonathon Zytnick of Columbia
University, published as a Finance Working Paper of the European
Corporate Governance Institute (ECGI): "Retail Shareholder Participation
in the Proxy Process: Monitoring, Engagement, and Voting" (83 pages,
1.1 MB, in
PDF format); for the authors'
summary of their research, see
November 19, 2019,
Alon Brav of
Duke University, Matthew D. Cain of the University of California,
Berkeley, and Jonathon Zytnick of Columbia University
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Retail Shareholder Participation in the Proxy
Process: Monitoring, Engagement, and Voting" [Research of
shareholder voting constituency averaging 26% of corporate holdings]
-
November 15, 2019, Ira M. Millstein interview by The Wall Street
Journal: "The Boardroom Sage Who Was Into Good Governance Before It
Was Cool" [Rediscovery of "doing the right thing" foundation for
corporate governance]
-
November 4, 2019, Lucian Bebchuk and Scott Hirst: "Index Funds and the
Future of Corporate Governance: Theory, Evidence, and Policy" (126
pages, 1.4 MB, in
PDF format); see also the report of the paper's
response to comments on its earlier draft in
November 4, 2019, Lucian
Bebchuk of Harvard Law School and Scott Hirst of Boston University
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Index Funds and the Future of Corporate
Governance: Replying to Critics" [Inviting further comments on
academic analysis of index fund influence]
-
October 1, 2019, Leo E. Strine, formerly of the Delaware Supreme Court,
published in Financial Times: "Workers must be at the heart of
company priorities | A judge’s manifesto for fairer and more sustainable
capitalism" [Leading corporate governance authority moves from
court to political definition of rules]; see also
October 1, 2019
Financial Times interview of Leo Strine: "Leo
Strine’s new deal for corporate America" and
October 3, 2019, Leo E.
Strine: "Toward Fair and Sustainable Capitalism | A Comprehensive
Proposal to Help American Workers, Restore Fair Gainsharing Between
Employees and Shareholders, and Increase American Competitiveness by
Reorienting Our Corporate Governance System Toward Sustainable Long-Term
Growth and Encouraging Investments in America’s Future" (7 pages,
381 KB, in
PDF format)
-
October 2019, John C. Wilcox of Morrow Sodali: "A Common-Sense Approach
to Corporate Purpose, ESG and Sustainability" (28 pages,
441 KB, in
PDF format); for a subsequently
published version, see October 26, 2019, John Wilcox of Morrow Sodali
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "A Common-Sense Approach to Corporate Purpose,
ESG and Sustainability" [Proxy solicitor's advice for managing
corporate communications to address evolving shareholder interests]
-
October 2019, PwC Governance Insights Center: "PwC’s 2019 Annual
Corporate Directors Survey" (34 pages, 2.3 MB, in
PDF format); for a
report of observations, see October 15, 2019 Corporate Secretary
Magazine: "Directors tiring of diversity and ESG focus, survey
finds" [Corporate board adviser reports directors experiencing ESG
fatigue]
-
September 24, 2019, Laurie Hays of Edelman posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "The
Fearless Boardroom" [New views of corporate responsibility require
new levels of board responsibility]
-
September 12, 2019, Matt Levine in Bloomberg View: "Picking the
Good Stocks Isn’t Enough" [Discovering that influencing is more
reliable than predicting]
-
September 8, 2019, Gaia Balp and Giovanni Strampelli of Bocconi
University Department of Law: "Institutional Investor Collective
Engagements: Non-Activist Cooperation vs Activist Wolf Packs" (69 pages,
723 KB, in
PDF format); see also
the authors' subsequently published summary in
November 1, 2019,
Giovanni Strampelli and Gaia Balp of Bocconi University Department of
Legal Studies posting in Columbia Law School CLS Blue Sky Blog:
"The Case for Institutional Investors’ Collective Engagements"
[European academic support of institutional investor collaborations]
-
September 1, 2019, Justin T. Kelton of Abrams, Fensterman, Fensterman,
Eisman, Formato, Ferrara, Wolf & Carone, posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation:
"Confidentiality and Inspections of Corporate Books and Records"
[Clarifying conventional concepts of confidentiality in shareholder
rights to records]
-
August 30, 2019, Paul Polman of Unilever (retired) interview by The
New York Times: "He Ran an Empire of Soap and Mayonnaise. Now He
Wants to Reinvent Capitalism." [Managing a company to profit from
the production of goods and services]
-
August 30, 2019, Stephen Davis of Harvard Law School posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Closing the Information Gap" [Practical need for
independent staffing support of independent directors' responsibilities]
-
August 28, 2019, Seymour Burchman of Semler Brossy Consulting Group,
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Economic Value Added Makes a Come Back"
[Compensation consultant praises new ISS alternative to TSR for
measuring short term corporate performance (and for requiring consulting
services)]
-
August 23, 2019, Leo E. Strine Jr. of the Delaware Supreme Court and
Antonio Weiss of the Harvard Kennedy School, published by The New
York Times: "Why Isn’t Your Mutual Fund Sticking Up for You?"
[View of fund manager's duty to support its ultimate investors'
interests in production of goods and services]
-
August 20, 2019, Jeffrey Sonnenfeld of Yale University published in
Chief Executive: "With ‘Stakeholder’ Edict, Will Business Roundtable
Catch Up With CEOs?" [Popular embrace of common sense foundation
for producing goods and services]
-
August 8, 2019 Bloomberg Businessweek: "Companies
Use Borrowed Billions to Buy Back Stock, Not to Invest | The
long-standing relationship between corporate debt and capital
expenditures has broken down"
[More studies raising questions about both corporate and macroeconomic
effects of stock buybacks]
-
July 31, 2019, David Shaw, editor, in Directors & Boards Issue:
Annual Report 2019: "How Well Do You Really Know the Shareholders You
Represent?" [Duty of directors to know their shareholders]
-
July 6, 2019, Davidson Heath, Daniele Macciocchi and
Matthew Ringgenberg of the University of Utah and Roni Michaely of the
University of Geneva and Swiss Finance Institute, published by the Swiss
Finance Institute: "Do Index Funds Monitor?" (56 pages, 624 KB, in
PDF format); see also report of this research in
August 12, 2019
IR Magazine: "US passives don’t tackle contentious management
issues, reveals research" [Academic research questions
effectiveness of index funds' stewardship]
-
July 3, 2019, Matt Levine in Bloomberg: "Good Investors Make
Investing Harder" [The struggle of large fund managers to outperform the
market that their own actions define]
-
June 28, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz posting
in The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Spotlight on Boards" [Leading management defense
adviser fully adopts traditional views of director duties]
-
June 27, 2019, Matt Levine in Bloomberg: "The Owners Want to Meet
Their Companies" [A professional's reactions to report of large
fund managers establishing private communications directly with CEOs]
-
June 25, 2019, Robert F. Stambaugh of the Wharton School, University of
Pennsylvania: "Skill and Fees in Active Management"
(39 pages, 507 KB, in
PDF format)
-
June 20, 2019, Kenneth A. Bertsch and Jeffrey P. Mahoney of the Council
of Institutional Investors ("CII"): "CII letter to SEC Division of
Corporation Finance on interpretation of the 14a-8(i)(7) ordinary
business exclusion in no-action letters"
(5 pages, 99 KB, in
PDF format) [Institutional investor advocacy of
shareholder rights to present issues for corporate policy review]
-
June 18, 2019, Gary LaBranche of NIRI interview by IR Magazine: "NIRI
2019: IRO as chief intelligence officer" [Professional view of
responsibilities for addressing investor interests]
-
May 21, 2019, Jay Clayton of The Securities & Exchange Commission,
interviewed by Directors and Boards: "SEC Takes On Short- Vs.
Long-termism Dilemma" [SEC Chairman's support of using capital to
produce goods and services]
-
May 17, 2019, James McRitchie of CorpGov.net posting in The Harvard
Law School Forum on Corporate Governance and Financial Regulation:
"Educating Investors Through Leading Questions" [Examination of
bias in research for report of investor views]
-
May 15, 2019, Alon Brav
of Fuqua School of Business, Matthew Cain of Berkeley School of Law, and
Jonathon Zytnickc of NYU School of Law: "Retail Shareholder
Participation in the Proxy Process: Monitoring, Engagement, and Voting"
(66 pages, 989 KB, in
PDF format)
-
May 6, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Coordinating Governance and Stewardship Between
Institutional Investors and Asset Managers" [Leader of old "block
or bribe" defense playbook now supports long term shareholder interests]
-
April 29, 2019 James Kroll, Marc Roloson, and Jamie Teo of Willis Towers
Watson, posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Economic Value Added: What
Companies Should Know" [Consultant's guidance for corporate
responses to proxy adviser's promotion of its proprietary financial
analysis]
-
April 28, 2019, David Shammai and Kiran Vasantham of Morrow Sodali,
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Engaging With Your Investors" [Proxy
professionals' advice for satisfying increasing investor engagement
requirements]
-
April 24, 2019, Glenn Booraem of
The Vanguard Group, Inc.: "What we do. How we do it. Why it matters. | Vanguard Investment Stewardship Commentary" (16 pages,
276 KB, in
PDF format)
-
April 22, 2019 IR Magazine: "Largest company conference
attendance falling, Nasdaq says" [Changing patterns of corporate
management's private "access" meetings with fund managers];
see also subsequently published June 25, 2019, Dan Romito of Nasdaq
video interview in IR Magazine: "NIRI 2019: How IR data is
becoming more actionable"
-
April 20, 2019, Joy-Therése Williams and Alicia Seiger of the
Decarbonization Advisory Panel for the New York State Common Retirement
Fund, posting in The Harvard Law School
Forum on Corporate Governance and Financial Regulation: "Decarbonization
Advisory Panel Report and Letter to NYS Comptroller" [Investors
focusing on how their capital should be used, including through index
managers' selections of constituent companies]
-
April 2019, Matteo Tonello of The Conference Board: "Corporate Board
Practices in the Russell 3000 and S&P 500: 2019 Edition" (246 pages,
5.0 MB, in
PDF format) [Service providers' analysis of need for guidance
of client board
refreshments to conform with views of governance experts]
-
Second Quarter 2019, Leo E. Strine of the Delaware Supreme Court,
interview in Directors & Boards: "Boards Can Balance Profit &
Social Purpose" [Authoritative legal view of socio-economic
context for defining corporate and shareholder responsibilities]
-
March 31, 2019, Katherine T. Rabin of Glass, Lewis & Co. posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Glass Lewis’ Report Feedback Service: Direct,
Unfiltered Commentary from Issuers and Shareholder Proponents"
[Glass Lewis adding proxy solicitation to its expanding private "access"
services]
-
March 28, 2019, Stephen B. Amdur of Pillsbury Winthrop Shaw Pittman, and
Chuck Dohrenwend and Patrick Tucker of Abernathy MacGregor posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Wake up the Raiders: Considerations for Private Equity
Going Activist" [Law firm and public relations consultants present
joint sales pitch seeking private equity clients for activist
engagements]
-
March 9, 2019, J.B. Heaton for publication in the
Virginia Law & Business Review:
"The Unfulfilled Promise of Hedge Fund Activism" (23 pages,
208 KB, in
PDF format); for a summary of the paper, see
April 3, 2019 IR Magazine: "Activist hedge funds are ‘impotent’,
says study" [Analysis of professional activists' failures to
improve management of targeted companies]
-
March 6, 2019, Ariel Fromer Babcock, Allen He and Victoria Tellez of
FCLTGlobal posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Driving the Conversation:
Long-Term Roadmaps for Long-Term Success" [Thorough explanation of
investors' essential interest in a company's use of capital to produce
goods and services]
-
March 5, 2019 TheCorporateCounsel.net: "ESG Activism: 'I Am
Retail – Hear Me Roar!'” [Application of new technologies to
aggregate and support student interests in corporate policies]
-
February 27, 2019 posting by Kiran Vasantham, David Shammai, and John C.
Wilcox of Morrow Sodali, posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "2019 Institutional
Investor Survey" [Research analyzing shareholder voting policies
and practices of global institutional investors]
-
February 27, 2019, Josh Black of Activist Insight posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Trends in Shareholder Activism" [Research
analyzing current practices of shareholder activists]
-
February 19, 2019, Jonathan Doorley of Brunswick Group LLP posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Communicating with the Investment Community in the
Digital Age" [Professional views of processes for investor access
to decision-making information]
-
February 19, 2019 TheCorporateCounsel.net: "''SAY' for Retail
Shareholders: Shades of the Defunct 'Moxy Vote'” [Corporate
governance professionals' observations of new technologies supporting
expanded shareholder voting]
-
February 10, 2019, Ronald J. Gilson and Jeffrey N. Gordon
of Columbia Law School and the European Corporate Governance Institute (ECGI),
in a Columbia Law and Economics Working Paper to be published in The
Business Lawyer: "Board 3.0 – An Introduction" (18 pages, 681 KB, in PDF
format); for a summary of the paper, see
March 26, 2019, Ronald
J. Gilson and Jeffrey N. Gordon of Columbia Law School posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Board 3.0: An Introduction" [Academic view of need for
revised model of corporate board responsibilities]
-
February 8, 2019, Jackie Cook of Morningstar Manager Research: "The
Proxy Process: Raising the Investor Voice to Address New Risks" (23 pages,
1.7 MB, in PDF format)
[Interests of individual "retail" investors in proxy voting]
-
February 5, 2019, Council of Institutional Investors: "CII Statement on
Share Buybacks" (28 pages,
300 KB, in PDF format)
[Pension fund advocacy of buyback decisions based on specific analyses
of capital efficiency rather than public policy issues]
-
February 1, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Spotlight on Boards" [Leader of defense
services embraces 2014 marketplace standards of corporate
responsibility]
-
February 2019, Morrow Sodali: "Institutional Investor
Survey 2019" (28 pages,
300 KB, in PDF format); for a
summary of the report, see February 11, 2019 Pensions & Investments:
"Institutional investors looking more closely into companies, boards –
Morrow Sodali" [Increasing practice among global investors to
develop own analyses of portfolio company management]
-
January 31, 2019 CorpGov.net: "Internet Will Drive Public Opinion
and Proxy Voting to Reflect American Values" [Review of ventures
providing technologies for application of political processes to
shareholder voting]
-
January 30, 2019 Bloomberg Law: "Tesla’s Once ‘Boring’ Earnings
Q&A Opens up to Small Holders (1)" [Professional views of new
service supporting communications with retail shareholders]
-
January 25, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Dealing with Activist Hedge Funds and Other
Activist Investors" [Latest version of the 1980s defense playbook]
-
January 25, 2019 IR Magazine: "How long-term investors deal with
short-term pressures" [Guide for responsible public fund investing
in the production of goods and services]; see also referenced
December 2018, FCLTGlobal: "Balancing Act: Managing
Risk across Multiple Time Horizons" (30 pages,
445 GB, in
PDF format)
-
January 16, 2019 Bloomberg: "John Bogle, the Apostle of Index
Funds, Never Gave Up" [Forum co-founder who showed the right way
to do the right things]
-
January 15, 2019, William Lock of Morgan Stanley Investment Management
posting in Harvest: "The Value of Engagement: Understanding
Management Quality" [Head of large fund explains use of direct
engagement with company executives to select investments]
-
January 8, 2019, John C. Wilcox of Morris Sodali posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Comments on the SEC Roundtable on Proxy Access"
[Need for shareholder voting and communication processes matching
efficiency of financial transaction processes]
-
January 4, 2019 Financial Times: "Beyond the bottom line: should
business put purpose before profit?" [Reconsidering
foundations of competition to produce goods and services]
-
December 19, 2018, Doron Levit of the University of Pennsylvania posting
in The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Soft Shareholder Activism" [Scholar discovers
activist campaigns depend on shareholder communication]
-
December 18, 2018, Paul Calluzzo of Queen's University and Simi Kedia of
Rutgers Business School posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Mutual Fund Board
Connections and Proxy Voting" [Academic study supporting insider
director communications for better informed mutual fund proxy voting]
-
December 11, 2018 Pensions & Investments: "SEC chairman shares
priorities in Senate oversight hearing" [Regulatory priorities for
supporting public capital investment in the production of goods and
services]
-
November 30, 2018, Rachel Geoffroy of Ohio State University: "Electronic
Proxy Statement Dissemination and Shareholder Monitoring" (66 pages,
1.9 MB, in PDF format)
[Statistical analysis of "retail" shareholder responses to electronic
proxy communications]
-
November 29, 2018, John C. Bogle, published in The Wall Street
Journal: "Bogle Sounds a Warning on Index Funds" [Indexing
founder's views of need for responsible governance of proxy voting]
-
November 28, 2018, Lucian Bebchuk of Harvard Law School and Scott Hirst
of Boston University posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Index Funds and the
Future of Corporate Governance: Theory, Evidence, and Policy"
[Academic analysis of concerns about concentrated control of shareholder
voting rights]; see also November 4, 2019, Lucian
Bebchuk of Harvard Law School and Scott Hirst of Boston University
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation:
"Index Funds and the Future of Corporate Governance: Replying to
Critics" [Inviting further comments on academic analysis of index fund
influence]
-
November 27, 2018, Keith L. Johnson of Reinhart Boerner Van Deuren,
Susan Gary of University of Oregon, and Cynthia Williams of York
University posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Comment Letter: Fiduciary Duty
Guidance for Proxy Voting Reform" [Legal view of rules supporting
professionalized proxy voting]
-
November 21, 2018, Cydney S. Posner of Cooley LLP posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "What Happened at the SEC’s Proxy Process Roundtable?" [Professional views of renewed regulatory consideration of shareholder
communication processes]
-
November 14, 2018, Yazhou Ellen He of Oxford University: "Communications
in Proxy Contests" (55 pages,
1.6 MB, in PDF format)
[Academic analysis of dissident communication strategies on results of
proxy contests]
-
November 5, 2018 IR Magazine: "Demand for off-season meetings
‘highest ever’, says SSGA’s ESG lead" [Evolving practice of
professionalized "engagement"]
-
October 18, 2018, Millstein Center at Columbia Law School: "Commonsense
Principles of Corporate Governance 2.0" [Broad endorsement of
collaboratively defined guiding principles for corporate governance]
-
October 11, 2018, James F. Reda of Arthur J. Gallagher & Co. posting on
The Conference Board Governance Center Blog: "Stock Buybacks – A
Recent Trend That May Change Executive Compensation Pay Practices"
[Compensation expert's analysis of management incentives created by
stock buyback policies]
-
October 9, 2018, Preet Bharara of New York University and Robert J.
Jackson, Jr., of the Securities and Exchange Commission, published
opinion in The New York Times: "Insider Trading Laws Haven’t Kept
Up With the Crooks" [Regulators' view of need to assure fair use
of investment information]
-
October 8, 2018, Sarah Williamson of FCLTGlobal posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Guiding Our Way to Quarterly Behavior? Promoting
Long-Term Thinking and Greater Transparency" [Consultant's
coalition promoting both investor and corporate focus on long-term use
of capital]
-
September 21, 2018, Nate Abercrombie of Investing with the Buyside,
interview by IR Magazine: "The Investing with the Buyside podcast:
Corporate access for the masses" [Analyst's effort to provide
access to corporate management insights]
-
August 24, 2018 Barron's: "Even Wall Street Pros Have a Tough
Time Getting Into This Club" [Practical access to peer review of
investment analyses]
-
September 2018, Valerie Haertel, former National Investor Relations
Institute (NIRI) board chair, interview by John C. Wilcox of Morrow
Sodali: "Investor Relations - A Communications Clearinghouse" (7 pages,
329 KB, in PDF format)
[Coordinating corporate management of shareholder engagement and
investor relations with "[w]ell-established disciplines such as market
research and customer relationship management"]
-
August 7, 2018, Matt Levine in Bloomberg: "Buying Your Way Back
to Riches" [Creating value with confused buyback arithmetic]
-
August 1, 2018, Matt Levine in Bloomberg: "Is appraisal dead?"
[Professional view that courts cannot be expected to support shareholder
rights to fair value of capital investment]
-
July 30, 2018, Chairman Jay Clayton of the U.S. Securities and Exchange
Commission: "Statement Announcing SEC Staff Roundtable on the Proxy
Process" [SEC inviting renewed attention to updating processes for
shareholder communication]
-
July 18, 2018, Charles M. Nathan of Finsbury posting in The
Conference Board Governance Center Blog: "Institutional Investor
Engagement: One Size Does Not Fit All" [Evolving application of
governance "engagement" practices to analysts' corporate access];
see also July 24, 2018, Andrew Clearfield of Investment Initiatives LLC
and International Corporate Governance Network ("ICGN"): Response to The
Conference Board comments of Charles M. Nathan on Institutional Investor
Engagement [Corporate governance expert's views of corporate
defense expert's views]
-
July 15, 2018, John Mark Zeberkiewicz of Richards Layton & Finger
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Delaware’s Voluntary Sustainability Certification
Law" [New law supporting voluntary corporate definition and
reporting of sustainability performance measurements]
-
July 11, 2018, Vikas Agarwal (Georgia State University), Rahul
Vashishtha (Duke University), and Mohan Venkatachalam (Duke University)
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Mutual Fund Transparency and Corporate
Myopia" [Questions raised (again) about measuring both fund and
corporate performance based on quarterly market pricing of stock]
-
July 1, 2018, Michael J. Mauboussin of BlueMountain Capital Management
and Alfred Rappaport of Nrthwestern University, published in Harvard
Business Review: "Reclaiming the Idea of Shareholder Value"
[Applying simple logic to investments in the production of goods and
services]
-
July 2018, William Lock with Bruno Paulson and Dirk Hoffmann-Becking of
Morgan Stanley Asset Management in its Global Equity Observer:
"It’s All About The Earnings – The Long-Term Earnings" (4 pages,
1.1 MB, in PDF format)
[Active manager's views of selecting company investments based on
earnings from business]
-
July 2018, James F. Reda of Arthur J. Gallagher &
Co., published in the July/August 2018 issue of The Corporate
Governance Advisor: "Executive Compensation and Stock Buybacks: The
Pros and the Cons" (7 pages,
152 KB, in PDF format) [Designing incentives for managing a business
enterprise instead of for financial engineering]
-
June 26, 2018 Wall Street Journal: "Honoring Joann Lublin:
Recipient of the 2018 Loeb Lifetime Achievement Award"
[Journalism's essential function of providing information needed by
decision-makers]
-
June 25, 2018 Pensions & Investments: "Wary investors applauding
SEC call to examine stock buybacks" [Investor views of regulator's
concerns about stock buybacks]
-
June 22, 2018, Josh Black of Activist Insight in its newsletter
Activism this week: (untitled observations of traditional mutual
funds adopting practices of increasingly visible activists managers)
[Concentrated funds using their favorable access to corporate managers
in more effective applications of activism]
-
June 19, 2018 Wall Street Journal:
"The Personalized Index Fund’s Time May Be Near" [Considering
investor control of criteria for indexed portfolio]
-
June 18, 2018, Donna F. Anderson of T. Rowe Price posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "T. Rowe Price’s Investment Philosophy on Shareholder
Activism" [Mutual fund's carefully defined practices for
communications and portfolio manager decisions responding to activists]
-
June 14, 2018, Sharon E. Fay of AllianceBernstein L.P.: "The Megaphone
Effect | Amplifying the Impact of Engagement with Management" (6 pages,
260 KB, in PDF format); see
also commentary in June 22, 2018, Josh Black of Activist Insight in its
newsletter Activism this week: (untitled observations of
traditional mutual funds adopting practices of increasingly visible
activists managers) [Concentrated funds using their favorable
access to corporate managers in more effective applications of activism]
-
June 14, 2018, Morgan Stanley Investment Management: "Sustainable
Signals: Asset Owners Embrace Sustainability" (12 pages,
2.4 MB, in PDF format); for a
report of the research, see
June 18, 2018 Business Insider:
"Money managers are flocking to a $23 trillion investing strategy that
Morgan Stanley says is ready to take off" [Survey of 118 global
funds finds 70% have implemented ESG strategies, another 14% actively
considering, but only 42% feel they have adequate tools to assess]
-
June 12, 2018 Dow Jones MarketWatch: "A deep look at the stocks
held by this money manager Warren Buffett admires | Here are several
screens of stocks held by Lou Simpson’s SQ Advisors" [Comparing a
company's use of capital to the market pricing of its stock (a/k/a value
investing)]
-
June 11, 2018, Commissioner Robert J. Jackson, Jr., of the U.S.
Securities and Exchange Commission, speech at the Center for American
Progress: "Stock Buybacks and Corporate Cashouts" and
June 19, 2018 Bloomberg interview [Research and
data supporting regulator's concerns about misuse of stock buybacks]
-
June 6, 2018, Jamie Dimon of JPMorgan Chase & Co. and Warren E. Buffett
Berkshire Hathaway Inc. in The Wall Street Journal: "Short-Termism
Is Harming the Economy | Public companies should reduce or eliminate the
practice of estimating quarterly earning" (see also
June 6, 2018 CNBC
video interview of the authors) [Renewed efforts to focus
corporate managers and investors on the use of capital to produce goods
and services]; see also related:
-
May 29, 2018 Dow Jones MarketWatch: "How to select oil stocks?
Find companies that know how to handle money" [Selecting
investments based on competitive use of capital to produce goods and
services]
-
May 9, 2018 Dow Jones MarketWatch: "Opinion: Why you can’t trust
Wall Street analysts" [Renewed questions about sell-side analyst
biases]
-
April 30, 2018, Matt Levine in Bloomberg View: "Companies Want
Buybacks to Be Easier" [Kitchen views of cooking buybacks]
-
First Quarter 2018, Directors and Boards (subsequently
re-published April 16, 2018 online): "Shareholder Engagement: BlackRock, CalSTRS, among other investors, upping pressure on boards" [Board views
of responsibilities for shareholder engagement]
-
April 2018, Broadridge Financial Solutions, Inc.: "Principles and Best
Practices for Virtual Annual Shareowner Meetings" (12 pages, 719 KB,
in PDF format) [Governance
professionals and service providers update 2012 views for use of
electronic communications in shareholder meetings]; for views of
Broadridge's earlier 2012 working group, including links to its report,
click
here; for views of organizations whose representatives
participated in the reported Broadridge discussions, see
-
October 2017, Council of Institutional Investors: "Build a Better
Meeting" (4 pages, 386 KB, in
PDF format)
[Recommendations to assure fair access and
effective engagement in shareholder meetings, discouraging "a
virtual-only format that falls far short of an in-person experience" and
concluding that it is "incumbent on companies to push back when vendors
market 'virtual meeting solutions' that undermine the quality of the
meeting for shareholders"]
-
February 20, 2018, Douglas Chia,
Executive Director of The
Conference Board Governance Center, video interview presented by
Boardroom Resources: "Virtual-Only Shareholder Meetings: The Good,
Bad & Ugly" [The Conference Board endorses "virtual only" shareholder
meetings, dismisses opposition of institutional investors]
-
March 8, 2018, Stephen Davis of Harvard Law School posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "So Long, Stockholder" [Understanding the
foundations of contributing capital for the production of goods and
services]
-
March 2018, Ariel Fromer Babcock and Sarah Williamson of FCLT Global,
published in The Conference Board's Director Notes: "Quarterly
Earnings Guidance – A Corporate relic?" (15 pages,
1.0 MB,
in PDF format)
[Advocates of "focusing capital on the long term" ("FCLT") review trend
to abandon corporate practice of quarterly guidance]
-
February 27, 2018, Matt Levine in Bloomberg View: "Should Courts
Care Who Wins in a Merger?" [Concerns about reliance on market
pricing in an age of indexed investing]
-
February 12, 2018, Kara M. Stein of the U.S. Securities and Exchange
Commission, remarks at Stanford University: "Mutualism: Reimagining the
Role of Shareholders in Modern Corporate Governance"; see also
a version without footnoted references in
February 13, 2018, Kara M.
Stein of the U.S. Securities and Exchange Commission posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Mutualism: Reimagining the Role of Shareholders in
Modern Corporate Governance" [Regulator's views
of common interests of investors and the corporate managers of their
capital]
-
February 1, 2018, Catherine Bromilow, Paula Loop and Leah Malone of
PricewaterhouseCoopers LLP posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "The Changing Face of
Shareholder Activism" [Corporate board advisers' views of evolving
activist challenges]
-
February 2018, Lawrence D. Brown of Temple University, Andrew C. Call of
Arizona State University, Michael B. Clement of University of Texas at
Austin, and Nathan Y. Sharp of Texas A&M University: "Managing the
Narrative: Investor Relations Officers and Corporate Disclosure" (60 pages,
628 KB,
in PDF format); for a
subsequently published summary, see
October 23, 2018, Andrew C. Call of
Arizona State University, posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Managing the
Narrative: Investor Relations Officers and Corporate Disclosure"
[Academic survey of corporate investor relations officers' views of
managing investor access to information]
-
February 2018, Activist
Insight: "The Activist Investing Annual Review 2018 | The fifth annual
review of trends in shareholder activism" (15 pages,
13.9 MB,
in PDF format)
[Analyses of professional interests on both sides of activism]
-
January 31, 2018, Charles Nathan of Finsbury LLC posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Activists and Socially Responsible Investing"
[Corporate adviser embraces professional opportunities generated by
activist advocacy of social issues]
-
January 19, 2018, Jay Clayton of the U. S. Securities and Exchange
Commission, speech: "Opening Remarks to SEC-NYU | Dialogue on Securities
Markets #4: Shareholder Engagement" [Regulator's views of
corporate and fund manager responsibilities for interests of ultimate
investors]
-
January 12, 2018, Josh Black of Activist Insight in its newsletter
Activism this week: (untitled analysis of subscribing activist and
defense professionals' interests) [Professional views of activist
fund's pioneering support of a social issue selected to attract
potential investors and allies]
-
January 8, 2018 Wall Street Journal: "NYC Comptroller’s Office
Counts on Active Shareholder Engagement" [Views of activist as
fiduciary for the public interests in responsible corporate management]
-
January 2, 2018, Michael Dambra of SUNY at Buffalo, Laura Casares Field
of University of Delaware, Matthew Gustafson of Pennsylvania State
University, and Kevin Pisciotta of University of Kansas, published in
the Journal of Accounting and Economics: "The Consequences to
Analyst Involvement in the IPO Process: Evidence Surrounding the JOBS
Act" (75 pages,
1.1 MB,
in PDF format)
[Analysis showing 3% investor losses with increased analyst involvement
in stock offerings, but improved investment banker benefits]
-
January 2018, IR Magazine: "Global Roadshow Report 2017 | IR Magazine’s
eighth annual research report into the who, where, how and why of
corporate roadshow activity" (11 pages,
2.0 MB,
in PDF format) [Trends
in corporate investor relations for managing private meetings with fund
managers]
-
January 2018, Morrow Sodali: "Institutional Investor Survey 2018" (28
pages, 274 KB, in PDF
format); for a summary, see
February 17, 2018, John C. Wilcox of Morrow
Sodali posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "2018 Institutional Investor
Survey" [Proxy solicitor's observations of increasingly professionalized
institutional voting and engagement policies]
-
December 22, 2017 Quartz: "Banks are selling private discussions
with corporate executives that could violate SEC rules" [The
public view of preferential access]
-
December 7, 2017, John C. Bogle of the Vanguard Group (retired), speech
before The Public Company Accounting Oversight Board: "The Modern
Corporation and the Public Interest" (14 pages,
439 KB,
in PDF format)
[Returning investor and executive focus to fundamentals of long term returns on
total capital ("ROTC")]
-
December 6, 2017, Jihwon Park and Eugene F. Soltes of Harvard Business
School: "What Do Investors Ask Managers Privately?" (43 pages,
320 KB,
in PDF format)
[Careful academic research documents what everyone knows about
preferential access]; for commentary on paper and a summary by its
authors, see
-
December 2017, PricewaterhouseCoopers LLP, PwC Governance Insights
Center: "Director-shareholder engagement: getting it right" (10 pages,
516 KB, in PDF format)
[Guidance of corporate board advisers for director communications with
investors to manage governance influence]
-
December 2017, Alon Brav of Duke University, Wei Jiang of Columbia
University, and Tao Li of the University of Florida: "Picking Friends
Before Picking (Proxy) Fights: How Mutual Fund Voting Shapes Proxy
Contests" (57 pages,
1.4 MB, in
PDF format); for the authors' summary of the paper, see
February 12,
2017, Wei Jiang of Columbia University, and Tao Li of the University of
Florida posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Picking Friends Before
Picking (Proxy) Fights: How Mutual Fund Voting Shapes Proxy Contests"
[Academic analysis of fund manager tendency to support activists and
influence on activist targeting]
-
November 10, 2017, Gretchen Morgenson in The New York Times | Fair Game: "After 20 Years
of Financial Turmoil, a Columnist’s Last Shot" [Explaining the
requirements of a fair marketplace]
-
November 8, 2017, Jay Clayton of the U. S. Securities and Exchange
Commission, speech (excerpt): "Governance and Transparency at the
Commission and in Our Markets;" for news report of views, see
November
8, 2017 Wall Street Journal: "SEC’s Clayton Urges Review of
Shareholder Voting" [SEC considering renewed effort to update proxy
processes for support of ultimate investor interests]
-
October 25, 2017 Wall Street Journal: "The Morningstar Mirage"
[Analyzing flawed element of marketplace capital allocation decisions]
-
October 2, 2017, Jill E. Fisch of the University of Pennsylvania Law
School, Darius Palia of Rutgers University and Steven Davidoff Solomon
of the UC Berkeley School of Law, forthcoming publication in the
Harvard Business Law Review: "Is Say on Pay All About Pay? The
Impact of Firm Performance"
(34 pages, 359 KB, in PDF
format); for a summary, see
October 12, 2017, Jill E. Fisch of the
University of Pennsylvania Law School, Darius Palia of Rutgers
University and Steven Davidoff Solomon of the UC Berkeley School of Law
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Is Say on Pay All About Pay? The Impact of
Firm Performance" [Academic research confirming observations that
"Say on Pay" votes reflect general support of management]
-
October 2017, Lawrence A. Hamermesh of Widener University Delaware Law
School and Leo E. Strine Jr. of the Supreme Court of Delaware, to be
published as a chapter of the Oxford Handbook of Fiduciary Law:
"Fiduciary Principles and Delaware Corporation Law: Searching for the
Optimal Balance by Understanding That the World Is Not" (44 pages, 534
KB, in PDF format); for a
summary, see October 12, 2017, Lawrence A. Hamermesh of Widener
University Delaware Law School and Leo E. Strine Jr. of the Supreme
Court of Delaware, posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Fiduciary Principles
and Delaware Corporation Law" [Authoritative review of the
foundations of corporate governance]
-
October 2017, PricewaterhouseCoopers LLP, PwC Governance Insights
Center: "PwC’s 2017 Annual
Corporate Directors Survey | The governance divide - Boards and
investors in a shifting world"
(41 pages, 2.1 MB, in PDF
format) [Most recent of decade's annual surveys of corporate
directors' evolving views of their responsibilities]
-
September 28, 2017, Gregory Taxin of Spotlight Advisors posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Activism’s New Paradigm" [Professional activism
continues to generate demand for professional advisers]
-
September 18, 2017 Directors & Boards: "Shareholder Meetings:
Unearthing the history" [Historical foundations and evolution of
fair shareholder access]
-
July 13, 2017, William Lazonick of the University of Massachusetts with
Matt Hopkins, Ken Jacobson, Mustafa Erdem Sakinç and Öner Tulum of
The Academic-Industry Research Network (theAIRnet): "US Pharma’s Financialized Business Model"
(29 pages, 914 KB, in PDF
format) [Academic analysis of US pharmaceutical companies
supporting view that executive compensation based on "maximizing
shareholder value” encourages use of capital for stock buybacks to
manipulate short-term market pricing instead of development of new
products]
-
July 11, 2017, Robert Ayres
and Michael Olenick of INSEAD: "Secular Stagnation (Or Corporate
Suicide?)"
(22 pages, 266 KB, in PDF
format) [Academic analysis of US companies concluding that
"excessive buybacks in the past decades are a significant cause of
secular stagnation, inasmuch as they effectively reduce corporate R&D
while contributing, instead, to an asset bubble that creates no value"]
-
July 2017, Jill E. Fisch of the University of Pennsylvania and ECGI:
"Standing Voting Instructions: Empowering the Excluded Retail Investor"
(56 pages, 526 KB, in PDF
format) [Renewed attention to winning
the shareholder voting support of ultimate investors]
-
June 30, 2017
Wall Street Journal: "Upon Further Review, Don’t Sweat the
Small Stuff | After hearing from some investors and researchers, Jason
Zweig isn’t so sure about his take in last week’s column" [Questions raised about
reported decline in number of public
companies]
-
June 2017, Lucian A. Bebchuk of Harvard Law School, Alma Cohen of Tel Aviv
University and Scott Hirst of Harvard Law School published in Summer 2017,
Journal of Economic Perspectives: "The Agency Problems of
Institutional Investors"
(42 pages, 240 KB, in PDF
format) [Academic analysis of multiple layers of agency interests
controlling capital of ultimate investors]; for the authors' subsequently
published summary, see June 12, 2018, Lucian Bebchuk, Alma Cohen, and
Scott Hirst of Harvard Law School posting in The Harvard Law School
Forum on Corporate Governance and Financial Regulation: "Index Fund
Stewardship" [Scholarly questions about reliance upon index fund
managers to guide corporate governance]
-
May 23, 2017, Martin Bengtzen at the University of Oxford, posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Private Investor Meetings in Public Firms: The Case for
Increasing Transparency" [Analysis of economic benefits to
corporate managers and investors in private information access]
-
May 5, 2017, Gregory V. Milano and Joseph Theriault of Fortuna Advisors
LLC commentary in CFO.com: "How to Tell Good Buybacks from Bad
Ones" [Corporate advisors encourage stock buyback decisions based on
rational projections of future share prices]
-
April 19, 2017, Robert Bartell and Christopher Janssen of Duff & Phelps
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "In Defense of Fairness Opinions: An Empirical
Review of Ten Years of Data" [Leading provider of fairness opinions
presents research with 10 graphs proving boards, courts and investors can
rely upon fairness opinions]
-
April 11, 2017, Ronald M. Schneider of Donnelley Financial Solutions
interview for Nasdaq Boardroom Resources: "When & Why Proxy Votes
Are Becoming Increasingly Important to Boards" [Proxy voting
expert's views of board responsibility for understanding shareholder
constituency interests, including retail investors]
-
April 6, 2017, Robert J. Coughlin of Nixon Peabody LLP presented to the
American Bar Association Business Law Section 2017 Spring Meeting: "A Case
Study in Voting Mechanics Through DTC: In Re: Appraisal of Dell Inc."
(13 pages, 241 KB, in PDF
format) [Analysis of current administrative processes based on 1970s
regulatory solution to managing records of securities ownership]
-
First Quarter 2017, Carl T. Hagberg, editor of The Shareholder Service
Optimizer: "Early Returns from the 2017 Meeting Season" [Leading
authority on conduct of shareholder communications suggests rules of order
for "virtual" annual meetings]
-
March 16, 2017, William Clayton of Simpson Thacher & Bartlett LLP
(formerly of Yale Law School) published in the Virginia Law & Business
Review: "Preferential Treatment and the Rise of Individualized
Investing in Private Equity" (60 pages, 854 KB, in
PDF format); for the author's summary of the paper and links to
previously posted versions, see
April 28, 2016, William Clayton of the Yale Law
School Center for the Study of Corporate Law, posting in The Harvard
Law School Forum on Corporate Governance and Financial Regulation: "Preferential
Treatment and the Rise of Individualized Investing in Private Equity" [Raising
questions about preferential access to private equity investments, and
offering hopeful answers]
-
February 23, 2017, Reynolds Holding of Columbia Law School, published in
Reuters Breakingviews: "In praise of merger appraisals | Singing
Appraisals" [Advocacy of independent judicial appraisal to assure
investor rights to fair value of corporate capital]; see also
February 28, 2017, Reynolds Holding interview of Delaware Vice Chancellor
J. Travis Laster posted on Columbia Law School CLS Blue Sky Blog:
"Blue Sky Banter: Travis Laster on Appraisal Rights" [Judicial views
of public purpose and capital markets foundations of stockholder rights to
appraisal of fair value]
-
February 14, 2017, Wei Jiang of Columbia Business School seminar
presentation (video) in Columbia Business School Program for Financial
Studies: "Disagreement on Valuation: How Appraisals Have Become Governance
Remedy and Investment Arbitrage" [Applications of analytical
expertise for investor realization of value in opportunistic company
buyouts]
-
February 17, 2017, Matt Levine in Bloomberg View: "Dole Food Had
Too Many Shares" [Explanation of problems resulting from obsolete
management of securities records]
-
February 2, 2017, Seth Duppstadt of Proxy Insight posting in The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Are Top Investors Listening to Proxy Advisors on Pay?" [Analysis
shows diminished influence of proxy advisors on voting by larger fund
managers]
-
February 2017, Leo E. Strine, Jr.,
of the Supreme Court of Delaware and Harvard Law School: "Who Bleeds
When the Wolves Bite? A
Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange
Corporate Governance System" (114 pages, 1.7 MB, in
PDF format); for posted abstract of paper, see
February 23, 2017,
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Who Bleeds When the Wolves Bite?" [Need for policies to
resume support of ultimate investors' interests in use of their capital to
produce goods and services]
-
February 2017, McKinsey & Company:
"Measuring the Economic Impact of Short-termism" (16 pages, 471 KB, in
PDF format) [Consultants report their tests confirming
roadworthiness of long term capital bandwagon]
-
February 2017, Activist Insight: "The Activist Investing Annual Review
2017" (44 pages, 9.8 MB, in
PDF format) [Statistics and observations of professionals
regarding trends in shareholder activism]; see also
March 16, 2016, Josh
Black of Activist Insight interview by IR Magazine: "What made
shareholder activism ‘a hot strategy' again?" [Interview about research
showing revival of disruptive activism]
-
January 20, 2017, Matt Levine in Bloomberg View: "Wall Street
Analysts Give Investors What They Want | It's just not what regulators
think they should want." [Marketplace requires analysts to
provide clients access to private communication, with research only a
supporting function]
-
January 8, 2017, Jesse M. Fried of Harvard Law School and Charles C.Y.
Wang of Harvard Business School: "Short-Termism and Shareholder Payouts:
Getting Corporate Capital Flows Right" (36 pages, 737 KB, in
PDF format); for the authors' summary of the paper, see
January 12,
2017, Jesse M. Fried of Harvard Law School and Charles C.Y. Wang of
Harvard Business School posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Short-Termism and
Shareholder Payouts: Getting Corporate Capital Flows Right"
[Academic study establishes need for case-specific analysis of capital
needed to support production of goods and services]
-
December 22, 2016, Kai Haakon Liekefett and Lawrence Elbaum of Vinson &
Elkins LLP posting in The Harvard Law School Forum on Corporate Governance
and Financial Regulation: "Think Twice Before Settling With An Activist"
[Head of law firm's "Shareholder Activism Response Team" advertises
appeasement strategy that won #1 ranking in 2016 for management defense
engagements]
-
December 20, 2016, The Aspen Institute posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "The
American Prosperity Project" [Corporate governance experts present
latest recommendations from decade's focus on long term investor
interests]
-
December 9, 2016 (DRAFT), Leo E.
Strine, Jr., of the Supreme Court of Delaware and Harvard Law School:
"Corporate Power is Corporate Purpose I: Evidence from My Hometown" (39 pages,
84 KB, in
PDF format); see also the author's
October 14, 2016 (DRAFT): "Corporate
Power is Corporate Purpose II: An Encouragement For Future Consideration
From Professors Johnson and Millon" (16 pages,
76 KB, in
PDF format) [for later version see
April 1, 2017, ...Purpose II....
(14 pages,
225 KB, in
PDF format)]
-
November 26, 2016, Abe Friedman, David Martin, and Chris Wightman of
Camberview Partners posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Including Relative
Financial Results in ISS Reports" [Consultants comment on proxy
advisor plan to present evaluations of metrics for corporate performance
as well as stock performance]; see also referenced
Institutional Shareholder Services Inc. ("ISS"), November 8, 2016
announcement: "Six New Financial Metrics to Supplement TSR"
-
November 18, 2016 The Atlantic: "Can America’s Companies Survive
America’s Most Aggressive Investors?" [Societal view of investor
pressures to focus on quarterly value objectives]
-
November 16, 2016, Yaron Nili
of University of Wisconsin Law School and Kobi Kastiel of Harvard Law
School, published in Delaware Journal of Corporate Law: "In
Search of 'Absent' Shareholders: A New Solution to Retail Investors'
Apathy" (51 pages, 907 KB, in
PDF format) [Academic proposal to engage retail shareholder
voting by requiring their adoption of professional proxy voting policies]
-
September 29, 2016, J.
Travis Laster of the Court of Chancery of the State of Delaware, keynote
speech to the Fall 2016 meeting of the Council of Institutional
Investors: "The Block Chain Plunger: Using Technology to Clean Up Proxy
Plumbing and Take Back the Vote" (24 pages, 284 KB, in
PDF format) [Observations from Dell appraisal case of need for
new processes to give investors effective control of stockholder rights]
-
September 27, 2016, Joe Biden of the United States of America, published
in The Wall Street Journal: "How Short-Termism Saps the Economy"
[Political recognition of need to focus on use of capital to produce goods
and services instead of manipulation of stock trading prices]
-
September 27, 2016, Columbia
Law School Millstein Center for Global Markets and Corporate Ownership
with The Conference Board Governance Center: "Report from the General
Counsel Summit on Short-Termism and Public Trust" (80 pages, 3.7 MB, in
PDF format) [Evolving views of legal support for corporate
managers]
-
September 25, 2016, Caroline
Flammer of Boston University and Pratima Bansal of University of Western
Ontario: "Does a Long-Term Orientation Create Value? Evidence from a
Regression Discontinuity" (33 pages, 507 KB, in
PDF format) [Academic study of shareholder voting support for
executive incentives that encourages creation of long term value]
-
September 5, 2016,
Ronald Barusch commentary in The Wall Street Journal: "SolarCity
Snafu Casts More Doubt on Fairness Opinions" [Another
example of "fairness opinion" relevance to value]
-
September 2, 2016, Martin Lipton of Wachtell Lipton Rosen & Katz: "The New
Paradigm | A Roadmap for an Implicit Corporate Governance Partnership
Between Corporations and Investors to Achieve Sustainable Long-Term
Investment and Growth" (22 pages, 469 KB, in
PDF format) [Corporate defense advisor seeks endorsement of
most recently updated engagement practices]; see also a summary of the
paper in December 8, 2016, Martin Lipton of Wachtell Lipton Rosen & Katz
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Some Thoughts for Boards of Directors in 2017"
[Defender of noncompetitive managers pivots to promote services supporting
efficient business competition]
-
August 25, 2016, Charles M. Nathan of Finsbury commentary in The
Conference Board Governance Center Blog: "Activists Are Not the
Culprit: So Don’t Shoot the Messenger” [Advocacy of rational
analysis of activist proposals as alternative to professional "engagement"
practices]
-
August 2016, The Investor
Responsibility Research Center Institute ("IRRCi") and Tapestry Networks:
"Buybacks and the Board: Director Perspectives on the Share Repurchase
Revolution" (44 pages, 1.1 MB, in
PDF format); for a summary of the report, see
August 22, 2016, The
Investor Responsibility Research Center Institute (IRRCi): "Corporate
Directors Identify Four Key Reasons For Stock Buyback Programs"
[Survey explaining accepted wisdom of using corporate capital for buybacks
instead of reinvestment]
-
July 6, 2016, Ipreo: "Corporate Access Survey 2016" (20 slide
presentation, 2.9 MB, in
PDF format) [Provider of
corporate investor relations services reports trends in private
communications with investors]
-
June 29, 2016, Charles M. Nathan of Finsbury LLC posting in The Harvard
Law School Forum on Corporate Governance and Financial Regulation:
"Seven Deadly Fallacies of Activist Investing’s Critics" [Advisor to
corporate managers debunks standard activist defense playbook]
-
June 22, 2016, Jon Lukomnik of Investor Responsibility Research Center
Institute posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "How Economic Attention Deficit
Disorder Infected the Corporate Boardroom" [Explaining
historical shift from
investment in production of goods and services to current trading in
securities]
-
June 16, 2016, Stephen F. O’Byrne of Shareholder Value Advisors with Mark
Van Clieaf of Organizational Capital Partners: "Executive Pay Analysis for
the NY Times" (28 slide presentation, 489 KB, in
PDF format) [Analysis of
highest CEO pay in relation to Returns on Corporate Capital ("ROCC")]
-
June 13, 2016
Financial Times: "A ding-dong in Delaware | A
dispute brought by Dell investors shows that valuations should be more
than academic" [Questions raised about reliance upon professional
experts to determine fair value]
-
June 3, 2016, Martin Lipton and Theodore N. Mirvis of Wachtell Lipton
Rosen & Katz posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Delaware Court of Chancery
Appraises Fully-Shopped Company at Nearly 30% Over Merger Price"
[Defense lawyers promote confusion of court's logic and definition of
public interest in Dell decision]; for additional examples of legal
advertising relating to the Dell decision, see
-
June 1, 2016, Debevoise & Plimpton Client Update: "Delaware
Court of Chancery Determines Fair Value in Dell Appraisal" (2 pages,
117 KB, in PDF format)
[Review of Dell appraisal decision's comparisons of analyses for market
pricing and for intrinsic fair value]
-
June 6, 2016, Oliver Brahmst and Matthew Hendy of White & Case:
"Appraisal Risk Back In The Spotlight After Dell" (29 pages, 896 KB,
in PDF format) [Summary of
decision's analysis of intrinsic value independently of market pricing]
-
June 7, 2016, Shearman & Sterling LLP in Client Publication | Mergers
& Acquisitions: "Delaware Chancery Court Grants Appraisal Petition
After Finding Dell MBO Transaction Provided Stockholders Less Than Fair
Value" (4 pages, 245 KB, in
PDF format) [Observations of M&A legal advisers concerned with
client responsibilities for negotiating transactions]
-
June 9, 2016, John M. Landry and John P. Stigi III of Sheppard Mullin
Richter & Hampton LLP published in National Law Review: "Delaware
Chancery Court Rejects Management Buyout Merger Price as Best Evidence
of Fair Value in Appraisal Proceeding" [Analysis of Dell appraisal
valuation by lawyers who read the court's decision]
-
June 10, 2016, Fried Frank Harris Shriver & Jacobson LLP in Fried
Frank Private Equity Briefing: "In Our View, Dell Has Not Increased
the Risk of an Appraisal Award Higher than the Merger Price—But
Highlights that a 'Meaningfully' Competitive Sale Process Is the Key to
Reducing the Risk" (9 pages, 386 KB, in
PDF format) [Buyer defense
strategies based on perceived distinctions between LBO and MBO
situations, without distinction between pricing and value]
-
June 13, 2016, Lewis R. Clayton, Stephen P. Lamb, Daniel Mason and
Frances Mi of Paul Weiss Rifkind Wharton & Garrison LLP in Paul Weiss
Client Memorandum: "Implications of the Recent Dell Appraisal
Decision" (3 pages, 815 KB, in
PDF format) [Creative
suggestions for buyer defense positions based on court's valuation
standards]
-
June 13, 2016, Sullivan & Cromwell LLP: "In re: Appraisal of Dell Inc.
| Delaware Court of Chancery Determines Fair Value Is 28% Higher Than
Merger Price Following an Auctioned Arm’s-Length MBO" (8 pages,
182 KB, in PDF format)
[Another analysis by legal experts unfamiliar with investment
distinctions between market price and intrinsic value]
-
June 14, 2016, P. Clarkson Collins Jr. of Morris James published in
Delaware Business Court Insider: "Dell Decision Grants
Claimants Fair Value Award Above Merger Price" [Another analysis
based on legal adviser's view that auction pricing can define fair
value]
-
June 1, 2016 Matt Levine in Bloomberg View: "Michael Dell Bought
His Company Too Cheaply" [Former investment banker/lawyer concedes
validity of court's intrinsic value analysis but opposes support of long
term capital investment]
-
June 2016, EY Center for Board Matters
of Ernst & Young LLP: "Buybacks vs. backlash | The board’s role in
weighing the pros and cons of stock repurchases" (2 pages, 124 KB, in
PDF format) [Evolving
conventional views of board responsibility for use of corporate capital]
-
May 6, 2016, Blair Jones and Seymour
Burchman of Semler Brossy Consulting Group published in Harvard
Business Review: "How Incentives for Long-Term Management Backfire"
[Compensation experts explain how "good governance" theories led to 3 year
horizon for management incentives]
-
April 29, 2016, Jeroen van Kwawegen of Bernstein Litowitz Berger &
Grossmann LLP interviewed by Forbes: "Activist Investors Fighting
The Conventional Board Standing" [Expert view of defense playbook
obstruction of shareholder decisions]
-
April 15, 2016 IR Magazine: "Buybacks: why buy-siders and sell-siders
disagree" [Survey comparing buy-side and sell-side analyst views of
stock buybacks]
-
First Quarter 2016, Carl T. Hagberg editorial in The Shareholder
Service Optimizer: "Beefs on Buybacks Finally Gain Some Traction"
[Shareholder voting expert's views of investor concerns about use of
corporate capital for stock buybacks]
-
March 28, 2016, Jeffrey N. Gordon of Columbia Law School posting in the
Columbia Law School CLS Blue Sky Blog, : "Shareholder Activism, the
Short-Termist Red-Herring, and the Need for Corporate Governance Reform"
[Refocusing on the essential corporate purpose of producing goods and
services]
-
March 24, 2016, PricewaterhouseCoopers LLP posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation:
"Activist Investors, Cash, and Capital Allocation" [Auditor advice
for corporate and shareholder consideration of buyback and dividend
distributions]; for the client presentation version of the article with an
appendix of analysis checklists, see March 2016, PricewaterhouseCoopers LLP
Director-Shareholder Insights: "Is cash burning a hole in your
pocket? | Thinking through share repurchases and dividends"
(6 pages,
539 KB, in
PDF format) and a
PwC
Governance Insights Center advertisement published on LinkedIn: "A magnet
for activism: companies sitting on too much cash | Read PwC's first
Director-Shareholder Insights on evaluating buyback and dividend
strategies"
-
March 16, 2016, Gregory P. Taxin of Luma Asset Management, video interview
by IR Magazine: "IR advice from a shareholder activist"
[Former proxy advisor and activist now offering defense advice]
-
March 1, 2016, Financial Times: "Blowing the whistle on buybacks
and value destruction" with
FT Lex video: "Magic behind share buybacks"
[Questioning both the logic and the evidence of stock buyback
justifications]
-
March 2016, EY Center for
Board Matters of Ernst & Young LLP: "2016 proxy season preview: a focus on
the long term" (4 pages, 177 KB, in
PDF format) [Survey of
investment managers and advisers shows shift of focus to long term value]
-
February 26,
2016, Ronald P. O'Hanley of State Street Global Advisors: Letter to "Board
Member" with accompanying February 2016 State Street Global Advisors:
"Guidelines and Attributes for Effective Independent Board Leadership" (4 pages,
211 KB, in
PDF format); for report of
coordination with other fund managers for similar communications, see
February 1, 2016 Financial Times: "Top US financial groups hold
secret summits on long-termism" [Expanding fund manager appreciation
of need to invest in long term production of goods and services]
-
February 8, 2016, Mathias Kronlund of the University of Illinois at
Urbana-Champaign posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "The Real Effects of Share
Repurchases" [Economists establish evidence of buyback use to
manipulate current EPS at expense of business growth]; for the full paper
summarized in the article, see
June 2013, Heitor Almeida of the
University of Illinois at Urbana-Champaign and the National Bureau of
Economic Research, Vyacheslav Fos of Boston College, and Mathias
Kronlund of the University of Illinois at Urbana-Champaign: "The Real
Effects of Share Repurchases" (58 pages,
539 KB, in
PDF format)
-
February 1,
2016, Laurence D. Fink of BlackRock Inc.:
Annual letter to chief executive officers of largest portfolio companies (4 pages,
58 KB, in
PDF format); see report of
letter in February 2, 2016 Bloomberg: "BlackRock Chief Urges Companies to
End Quarterly Profit Guidance" [Largest
asset manager endorses corporate policies that support use of capital for
long term production of goods and services]
-
January
27, 2016, Activist Insight in association with Schulte Roth &
Zabel: "Activist Investing 2016 | An annual review of trends in
shareholder activism" (44 pages, 8.2 MB, in
PDF format) [Professional
activist fund manager and advisor views of current market opportunities];
see also 2015 edition, below
-
January 26, 2016, Ira T. Kay of Pay Governance LLC posting in The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Executive Pay, Share Buybacks, and Managerial Short-Termism"
[Compensation adviser's analysis of buyback correlation to performance,
measured by stock price]; for original publication, see
January 13, 2016, Ira Kay,
Blaine Martin, and Chris Brindisi of Pay Governance LLC: "Myths and
Realities: Assessing the True Relationship Between Executive Pay, Share
Buybacks, and Managerial Short-Termism" (6 pages, 551 KB, in
PDF format)
-
January 19, 2016 IR Magazine, in association with Nasdaq Corporate
Solutions: "IR Magazine Webinar ‒ The activist fire drill" [Stock
exchange and opportunistic activist offer consulting services for investor
relations response to activists]
-
January 2016, Sodali Ltd.:
"Sodali Investor Survey - January 2016"
(17 pages, 907 KB, in
PDF format) [Proxy
voting and "engagement" priorities of global investors, evidencing primary
importance of "long-term value drivers beyond the share price"];
for a summary of the report, see
February 17, 2016, Kiran Vasantham of Soldali posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Sodali Institutional Investor Survey 2016"
-
December 15, 2015, John Laide in FactSet SharkRepellent | Research
Spotlight: "Record-Setting Year for Activism"
[Statistics show renewal of old levels of campaigns resulting from
increased number and noise of activist funds]
-
November 10, 2015 Moody's Investor Service: "Announcement: Moody's:
Shareholder activism to reach record high for campaigns in 2015, but ebb
in 2016" [Activism reviewed in context of capital used to produce
goods and services]; see also announced report provided for private review
of Forum participants: November 10, 2015, Moody's Investor Services:
"Shareholder Activism 2015: Following Record Year, Activism Will Cool in
2016" (15 pages, 2.7 MB, in
PDF format)
-
November 7, 2015 New York Times | Strategies: "Microsoft’s Stock
Math: Fewer Shares, Pricier Shares" [Practical use of buybacks when
capital is not needed to produce goods and services]
-
November 4, 2015, Tom Hillman and
Aliaksei Mukhachou of Credit Suisse HOLT: "Do Return on Capital Incentives
Drive Improvement?" (3 pages, 361 KB, in
PDF format)
[Research evidencing correlation of incentives based on return on capital
(ROC) with growth in both ROC and stock price]
-
November 2015, NASDAQ sponsored
content published by IR Magazine: "Responding to
activism: A blueprint for IR | A guide for investor relations teams that
want to understand how activists think and prepare their company for
engagement" (8 pages, 511 KB, in
PDF format) [Stock
exchange jumps on bandwagon to offer consulting services exploiting fears
of activist attacks]; see also subsequent
January 19, 2016 IR Magazine, in association with Nasdaq Corporate
Solutions: "IR Magazine Webinar ‒ The activist fire drill" [Stock
exchange and opportunistic activist offer consulting services for investor
relations response to activists]
-
October 25, 2015 Dow Jones MarketWatch: "Opinion: Companies are
wasting money from layoffs on share buybacks" [Analyzing investments
based on fundamental business performance]
-
October 20, 2015, David F. Larcker and Brian Tayan of the Stanford
Graduate School of Business, published in the Stanford Closer Look
Series: "Trust and Consequences: A Survey of Berkshire Hathaway
Operating Managers" (5 pages, 169 KB, in
PDF format); see also
summary in October 29, 2015 Stanford Business Insights: "What Is It
Like to Be Owned by Warren Buffett? | A new survey reveals Berkshire’s
management style" [A 50 year view of investing in the production of
goods and services]
-
October 19,
2015 S&P Capital IQ | Global Markets Intelligence: "Sector Disruptors:
Buybacks and Dividends"
(20 pages, 443 KB, in
PDF format) [Analysis of
trends in stock repurchases and dividend payouts in different industry
sectors]
-
October 14, 2015 Law360: "4 Ways Companies Can Brace For An
Activist Campaign" [Professionals advise clients to fight activists
by hiring four professionals]
-
October 13, 2015 Bloomberg: "Buffett Says Skip Paying Wall Street
for Advice on Activists" [Respected investment expert offers views
of professional activists and defense advisors]
-
October 12, 2015, Charles M. Nathan of RLM Finsbury posting in The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Observations on Short-Termism and Long-Termism" [Professional's
view of need for situation-specific common sense to make informed investor
decisions]
-
October 2015, John C. Wilcox of
Sodali: "The Board-Centric Annual Meeting" (6 pages,
231 KB, in
PDF format) [View of
board leadership responsibilities for determination and reporting of long
term corporate interests]; see also subsequently published version in
February 9, 2016, John C. Wilcox of Sodali posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "The
Board-Centric Annual Meeting"
-
October 2015, Melissa Aguilar, Donna Dabney and Gad Levanon of The
Conference Board: "Is Short-Term Behavior Jeopardizing the Future
Prosperity of Business? (CEO Strategic Implications)" (8 pages, 695 KB, in
PDF format) [Summary of
research evidencing shift of corporate focus to short term financial
performance at expense of ong term business development]
-
September 24, 2015, FTI
Consulting and Activist Insight: "The Shareholder Activists’ View | 2015
Second Annual (Part I of II)" (6 pages, 2.4 MB, in
PDF format) [Analysis of
activist data for trends and opportunities]; see also
November 15, 2015: Part
II of II (6 pages, 1.0 MB, in
PDF format) [Anticipated
future strategies of 24 surveyed activist funds]
-
September 10, 2015, T. Clifton Green of Emory University, Russell E.
Jame of University of Kentucky, Stanimir Markov of Southern Methodist
University (SMU) and Musa Subasi of University of Maryland: "Access to
Management and the Informativeness of Analyst Research" (50 pages, 327 KB, in
PDF format); see reference in
September 27, 2015 Wall Street Journal: "How Some Investors Get
Special Access to Companies | In meetings with top executives, facts and
body language flow from public companies to handpicked recipients"
[Renewed concerns about unfair access to investment information]
-
September 9, 2015, Eleanor Bloxham of The Value Alliance published in
Fortune: "How companies like Bank of America are opening their doors
to hedge fund activists" [Growing concerns about private corporate
negotiations favoring some activists over other investor interests]
-
September 4, 2015, John C.
Coffee Jr. of Columbia Law School and Darius Palia of Rutgers Business
School: "The Wolf at the Door: The Impact of Hedge Fund Activism on
Corporate Governance"
(109 pages, 795 KB, in
PDF format) [Recommended
policies to oppose evolved "wolf pack" strategies of activist investors]
-
September 1, 2015, David A. Rocker published in The New York Times
| DealBook: "A Call for a Free Market" [Proven expert's explanation
of investment value based on long term production of goods and services]
-
August 31, 2015, Yvan
Allaire and Francois Dauphin of
Institute for Governance of Private and Public Organizations (IGOPP):
"The Game of 'Activist' Hedge Funds: Cui Bono?"
(46 pages, 878 KB, in
PDF format) [Research
supporting professional defensive responses to activist investors]
-
August 27, 2015, Wei Jiang of Columbia University published in Fortune:
"Nelson Peltz and activist investors are not as evil as you think"
[Evidence that activist attacks on weak management improve efficiency of
innovation]
-
August 28, 2015, Martin Lipton
presentation at World Economic Forum International Business Council: "Is
Activism Moving In-House" (includes referenced attachments of author's
prior papers;
12 pages, 141 KB, in
PDF format) [Leading
professional opponent of shareholder interests pivots to seek alignment with large asset
managers]
-
August 15, 2015, Brian J. Bushee of the University of Pennsylvania Wharton
School and Henry L. Friedman of the UCLA Anderson School of Management:
"Disclosure Standards and the Sensitivity of Returns to Mood" (64 pages,
538 KB, in
PDF format) ; see also summary
in December 7, 2015, Henry Friedman of UCLA posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation:
"Disclosure Standards and the Sensitivity of Returns to Mood"
[Efficient market theory challenged by research of daily weather’s
influence on securities trading prices]
-
July 2, 2015
S&P Capital IQ | Global Markets Intelligence: "Sector Disruptors:
Investor Activism"
(19 pages, 429 KB, in
PDF format) [Analysis of
factors influencing activism and results in different industry sectors]
-
June 30, 2015. Martin Lipton of Wachtell Lipton Rosen & Katz posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Some Lessons from BlackRock, Vanguard and DuPont"
[Leading advocate of fighting all shareholders decides to seek support of
long term investors against short term investors]
-
June 24, 2015, F. William
McNabb III of Vanguard posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Getting to Know You:
The Case for Significant Shareholder Engagement" [Another
endorsement of fair investor access and long term enterprise value]
-
June 21, 2015, Charles G. Penner of JANA Partners, interview by The
Wall Street Journal: "Charles Penner Makes the Case for Shareholder
Activism | JANA executive on the successes and what some consider to be
the excesses" [Activist's explanations of market-driven professional
interests]
-
June 18, 2015, Jeremy L. Goldstein of Jeremy L. Goldstein & Associates
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Shareholder Activism and Executive
Compensation" [Compensation advisor's views for management]
-
June 16,
2015 CFO: "Investors Are Less Interested in Short-Term
Results than You Think" [Survey confirms observations that most
investors want to understand management of business]
-
June 11, 2015,
Rivel Research Group for National Investor Relations Institute (NIRI): "Activism:
More than a Passing Phase"
(19 pages, 1.5 MB, in
PDF format)
[Analysis of surveyed corporate manager and fund manager views of
professional activists]
-
June 8, 2015, John Laide in FactSet SharkRepellent | Research
Spotlight: "An Early Look at 2015 US Proxy Fight Statistics"
[Negotiated settlements lead to record levels of activist success]
-
June 4, 2015, James F. Reda and David M. Schmidt of Arthur J. Gallagher &
Co. Human Resources Consulting, published by Financial Executives
International | FEI Daily: "The Holy Grail: What LTI Measures Drive
Corporate Performance?" [Compensation experts' research raises more
concerns about executive incentives based on stock price]
-
June 2015 (draft), Wei Jiang
of Columbia Business School, Tao Li of Warwick Business School, and
Danqing Mei of Columbia Business School: "Influencing Control: Jawboning
in Risk Arbitrage"
(58 pages, 761 KB, in
PDF format) [Research confirming superior returns of "deal activism" and "appraisal
arbitrage" investment strategies]
-
May 28, 2015, Andrew Smithers column and
video in Financial Times: "Executive
pay holds the key to the productivity puzzle" [Economist's view of
incentives rewarding short term stock price instead of long term
productivity]
-
May 20, 2015, Scott M. Stringer, New York City Comptroller: "Coalition of
Pension Fund Fiduciaries Release Joint Letter on Excessive Buybacks"
[Officials responsible for public pensions organize to advocate use of
corporate capital for long term growth]
-
May 18, 2015, Andrew R.
Brownstein, Steven A. Rosenblum, David A. Katz and Sabastian V. Niles of
Wachtell Lipton Rosen & Katz posting in The Harvard Law School Forum
on Corporate Governance and Financial Regulation: "Winning a Proxy
Fight—Lessons from the DuPont-Trian Vote" [Observing success of
leadership alternative to defensive strategies, prominent advisors offer
another revision of playbook]
-
May 8, 2015, Peter Michelson of CamberView Partners LLC, interview by
The Deal Pipeline: "The clearest conflict: How executive compensation
sets off alarms" [Corporate defense advisor explains vulnerability
to activists associated with votes on executive pay]
-
May 6, 2015, Jon Lukomnik of the IRRC Institute: IRRC comment letter to
SEC on Proposed Rule: Pay Versus Performance [SEC encouraged to
consider business performance instead of stock price for rule to report
executive compensation metrics]
-
May 2015,
Clifford E. Neimeth of Greenberg Traurig, LLP, published in The GT M&A
Report: "Activism and Election Contests: Some Facts, Practice Tips,
Defense Strategies, Tactics and Legal Considerations"
(13 pages, 840 KB, in
PDF format; for full edition of
May 2015 GT M&A Report, 35 pages, click
here)
[Detailed defense playbook for legal opposition to activists]
-
May 2015, Yvan Allaire of the
Institute for Governance of Private and Public Organizations (IGOPP): "The
Case for and Against Activist Hedge Funds"
(21 pages, 305 KB, in
PDF format) [Contributing
to academic debate about benefits of activism]
-
April 29, 2015, Martin Lipton of Wachtell Lipton Rosen & Katz posting in
Columbia Law School CLS Blue Sky Blog: "Wachtell Lipton explains
Some Lessons from DuPont-Trian" [Defense lawyer advises conceding
board judgment of corporate interests to appease activist challengers];
for a republished version of the article, see
April 30, 2015, Martin
Lipton of Wachtell Lipton Rosen & Katz posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "Some
Lessons from DuPont-Trian"
-
April 20, 2015, John C. Coffee of Columbia Law School posting in
Columbia Law School CLS Blue Sky Blog: "The DuPont Proxy Battle: New
Myths, Old Realities—and Even Newer Data About Hedge Fund Activism"
[Tracing current activism to roots in 1980s raiders]
-
April 20, 2015
Corporate Secretary: "The attuned ears of activist investors"
[Activist views of management evasions]
-
April 11, 2015, Martin
Lipton of Wachtell Lipton Rosen & Katz posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation:
"Further Recognition of the Adverse Effects of Activist Hedge Funds"
[Professional defense advisor notes growing support of corporate focus on
long term enterprise value]
-
April 1, 2015, Jeffrey Sonnenfeld of
the Yale School of Management, published opinion in The Wall Street
Journal: "Activist Shareholders, Sluggish Performance"
[Observation that average corporate investments generate higher returns
than activist funds]; see also subsequent
-
April 1, 2015, Yvan Allaire of the
Institute for Governance of Private and Public Organizations (IGOPP):
"Hedge Fund Activism: Preliminary Results and Some New Empirical Evidence"
(44 pages, 831 KB, in
PDF format) [Presentation
supporting opposition to activist hedge funds]
-
April 2015, Zachary Karabell of
Envestnet, Inc. in The Envestnet Edge: "The End of Short-Termism
is Long Overdue"
(4 pages, 1.3 MB, in
PDF format)
[Adviser recommends investment strategies in anticipation of marketplace
shift of focus to long term business objectives]
-
April 2015, Deloitte LLC | CFO
Insights: "Activist shareholders: How will you respond?"
[Guidance for chief financial officer management of activist challenges]
-
April 2015 (revised), Lucian A. Bebchuk of Harvard Law School, Alon Brav
of Duke University Fuqua School of Business and Wei Jiang of Columbia
Business School for forthcoming June 2015 Columbia Law Review: "The
Long-Term Effects of Hedge Fund Activism"
(73 pages, 643 KB, in
PDF format) [Empirical
research finding no detrimental effects of activist interventions over
five year periods]
-
March 20, 2015, Leo E. Strine Jr.,
of the Supreme Court of Delaware, published by the University of
Pennsylvania Institute for Law and Economics: "The Dangers of Denial: The
Need for a Clear-Eyed Understanding of the Power and Accountability
Structure Established by the Delaware General Corporation Law" (43 pages,
163 KB, in
PDF format) [Legal
definition of board duties to serve long term stockholder interests]
-
March 19, 2015, Jay Clayton, Mitchell S. Eitel, Joseph B. Frumkin and Glen
T. Schleyer of Sullivan & Cromwell LLP, published in Law360: "Time
To Rethink Shareholder Relations As Activism Evolves" [Legal
advisor's views of board involvement in managing investor relationships]
-
March 14, 2015, The New York Times | Strategies: "How Many Mutual
Funds Routinely Rout the Market? Zero" [Research confirms mutual fund
performance does not exceed statistical probabilities of random stock
selection]
-
March 2015, David H. Solomon of University of Southern California and
Eugene F. Soltes of Harvard Business School: "What Are We Meeting For? The
Consequences of Private Meetings with Investors" (50 pages, 327 KB, in PDF
format); see reference in September 27, 2015
Wall Street Journal: "How
Some Investors Get Special Access to Companies | In meetings with top
executives, facts and body language flow from public companies to
handpicked recipients" [Renewed concerns about unfair access to
investment information]
-
March 2015, PricewaterhouseCoopers LLP: "Shareholder activism: Are you
prepared?" [Simple view of activist defense playbook]; for
a subsequently published version of the presentation, see
February 7, 2015, Mary Ann Cloyd of the
Center for Board Governance at PricewaterhouseCoopers LLP, posting in the
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Shareholder Activism: Who, What, When, and How?"
[Professional advisor playbook for defensive responses to activism]; see
also April 7, 2015, Michael R. Levin posting in The Activist Investor Blog:
"Shareholder Activism: Are You Prepared? PwC Wants to Assess You."
[Professional activist view of defense advisor playbook]
-
February 24, 2015, Patrick Tucker of Abernathy MacGregor published in
Law360: "How Activists Use Lack Of Information To Achieve Results"
[Communication expert's views of evolving activist strategies]
-
February 23, 2015, Alternative
Investment Management Association ("AIMA"): "Unlocking Value - The Role of
Activist Alternative Investment Managers" (66 pages,
1.2 MB, in
PDF format); see also
4-page summary
[Hedge fund association advocacy of professional activism]
-
February 17,2015, RR Donnelley, Equilar Inc. and the Rock Center for
Corporate Governance at Stanford University: "2015 Investor Survey
Deconstructing Proxy Statements — What Matters to Investors" (26 pages,
455 KB, in
PDF format); see also summary
in February 17, 2015 Stanford Graduate School of Business (published by
Business Wire) press release: "Even the Experts Are Frustrated:
Stanford Research Finds Shareholders Dissatisfied with CEO Pay Disclosure
| Proxies Are Too Long, Difficult to Read" [Fund manager views of
information for voting decisions]
-
February 13, 2015 Corporate Secretary
(subsequently re-published March 9, 2015 in the affiliated IR Magazine): "Action against activism"
[Professional views of corporate preparation for responding to activists]
-
February 10, 2015, Deloitte posting in The Wall Street Journal |
CFO Journal: "Ways to Prepare for and Manage Shareholder Activist
Campaigns" [Auditor advice on management preparedness for response
to activist challenges]
-
February 9, 2015, Alon Brav of Duke University, Amil Dasgupta of the
London School of Economics, and Richmond Mathews of the University of
Maryland posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Wolf Pack Activism"
[Academic analysis of increasing coordination among activist investors]
-
February 3, 2015, Sue Decker of Berkshire Hathaway, Costco and Intel
published in Fortune: "Keeping activist investors at bay: how
corporate boards can help" [Director's view of leadership responsibility
for company's long term intrinsic value]
-
January 30, 2015, Holly J. Gregory of Sidley Austin posting in The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"The State of Corporate Governance for 2015" [Legal advisor's
summary of evolving corporate board responsibilities]
-
January 30, 2015, Activist Insight in association with Schulte Roth &
Zabel: "Activist Investing 2015 | An annual review of trends in
shareholder activism" (revised February 3, 2015; 44 pages, 8.4 MB, in
PDF format) [Professional
activist fund manager and advisor views of current market opportunities];
see also 2016 edition, above
-
January 27, 2015, Martin Lipton of Wachtell Lipton Rosen & Katz posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "The Threat to the Economy and Society from Activism and
Short-Termism Updated" [Proponent of corporate opposition to
shareholders seeks alignment with long term investor interests]
-
January 26, 2015, Jon
Lukomnik of the IRRC Institute posting in The Conference Board
Governance Center Blog: "Getting Off The Wrong Executive Compensation
Road" [Need to realign executive compensation with creation of
long term enterprise value instead of short term stock prices]
-
January 21, 2015, Ryan A. McLeod, Theodore Mirvis, Trevor S. Norwitzt,
Andrew J. Nussbaum, and William Savitt of Wachtell, Lipton, Rosen & Katz
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Delaware Court Decisions on Appraisal Rights
Highlight Need for Reform" [Law firm that lost court case
allowing "appraisal arbitrage" now lobbying to change law]
-
January 8 and 16, 2015, Jon Lukomnik of IRRCi interviews for NYSE
Governance Services | This Week in the Boardroom: "The Gap
Between Value Creation, Performance Measurement, and Executive
Compensation" (videos and transcripts) [Corporate director
responsibilities for management incentives supporting profitable long
term use of capital]
-
January 6, 2015, Michael Fox of ICR published in O'Dwyer's: "The
Mainstreaming of Shareholder Activism" [Evolving professional views of
communications to win votes]
-
January 2015, FTI Consulting, Inc.:
"2015 Shareholder Activist Landscape | An Institutional Investor
Perspective" (7 pages, 813 KB, in
PDF format) [Survey of
global institutional investor views of activist challenges]
-
January 2015, Robert G. Berick of
Falls Communications: "The best defense is a good offense" (6 pages,
120 KB, in
PDF format) [Professional
story management applied to activist challenges]
-
Winter 2014/2015, J.
Travis Laster of the Court of Chancery of the State of Delaware and John
Mark Zeberkiewicz of Richards, Layton & Finger, published in The
Business Lawyer: "The Rights and Duties of Blockholder Directors" (28 pages,
536 KB, in
PDF format) [Legal
foundations of requiring that all directors exercise independent fiduciary
judgment to "maximize the value of the corporation over the long term for
the benefit of the [stockholder] providers of longterm (i.e.,
presumptively permanent) capital"]
-
December 12, 2014, Holly J.
Gregory of Sidley Austin LLP posting in The Harvard Law School Forum
on Corporate Governance and Financial Regulation: "Corporate
Governance Issues for 2015" [Evolving view of board
responsibilities for corporate and stockholder interests]
-
December 1, 2014, Karessa
L. Cain, Martin Lipton and Steven A. Rosenblum of Wachtell Lipton Rosen &
Katz posting in The Conference Board Governance Center Blog:
"Some Thoughts for Boards of Directors in 2015" [Advocacy of
management and investor focus on long term enterprise value]
-
December 2014, James Montier of GMO
LLC (Grantham, Mayo, Van Otterloo & Co.): "The World’s Dumbest Idea" (14 pages,
992 KB, in
PDF format) [Analysis of
incentives to manage stock price instead of competitive production of
goods and services]; for article and video of the paper's presentation at
the 2014 European Investment Conference, see
October 23, 2014, CFA
Institute: "Shareholder Value Maximization: The World’s Dumbest Idea?"
-
November 20, 2014, John C.
Wilcox of Sodali posting in The Conference Board Governance Center
Blog: "Directors Should Communicate With Shareholders"
[Expert view of corporate board relationship management as alternative to
defense playbook]
-
November 20, 2014, Christina Padgett
and John E. Puchalla of Moody's Investors Service: "EBITDA: Used and
Abused | As a widely used fundamental measure for assessing corporate
profitability, value and risk, consistency is important"
(10 pages,
913 KB, in
PDF format) [Analysis of
risk in capitalization to support adaptive production of goods and
services]
-
November 14, 2014, Mark Van Clieaf and
Karel Leeflang of Organizational Capital Partners and Stephen O’Byrne of
Shareholder Value Advisors, commissioned and
published by the Investor Responsibility Research Center Institute (IRRCi):
"The Alignment Gap Between Creating Value, Performance Measurement, and
Long-Term Incentive Design" (82 pages, 3.4 MB, in
PDF format) [Analysis of current
corporate management incentives based on short term stock prices instead of
long term enterprise value]; see also related
-
December 3, 2014, Mark Van Clieaf and Karel Leeflang
of Organizational Capital Partners and Stephen O’Byrne of Shareholder
Value Advisors. posting by John Lukomnik of IRRC Institute in The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Misalignment Between Corporate Economic Performance, Shareholder Return
And Executive Compensation" [Need to align management incentives
with long term business performance instead of stock price]
-
December 22, 2014, Organizational
Capital Partners, commissioned and published by the Investor
Responsibility Research Center Institute (IRRCi): "The Alignment Gap
Between Say on Pay Voting and Creating Value" (32 pages, 1.1 MB, in
PDF format)
-
January 8 and 16, 2015, Jon Lukomnik of IRRCi interviews for NYSE
Governance Services | This Week in the Boardroom: "The Gap
Between Value Creation, Performance Measurement, and Executive
Compensation" (videos and transcripts) [Corporate director
responsibilities for management incentives supporting profitable long
term use of capital]
-
May 6, 2015, Jon Lukomnik of the IRRC Institute: IRRC comment letter to
SEC on Proposed Rule: Pay Versus Performance [SEC encouraged to
consider business performance instead of stock price for rule to report
executive compensation metrics]
-
November 14, 2014, Yvan Allaire of the Institute for Governance of Private
and Public Organizations, keynote presentation at the annual meeting of
The Conference Board Governance Center: "Do Activist Interventions Create
Long Term Shareholder Value?" (43 minute video and printable
slide
presentation); see also
December 12, 2014, Donna Dabney of The Conference Board posting on The
Conference Board Governance Center Blog: "Do Activist Interventions
Create Long Term Shareholder Value?" [Academic debates about activist
contributions to economy]
-
November 6, 2014, Martin Lipton of Wachtell Lipton Rosen & Katz posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Dealing With Activist Hedge Funds" [Advisor to
Darden offers playbook for responding to activists]
-
November 5, 2014, Andrew Smithers column in Financial Times:
"Buybacks and the parallel universe of bankers" [Fund manager's
economic analysis of buyback benefits]
-
November 2014 Ipreo | The Better
IR Newsletter: "Activism, Ready or Not - How IROs are preparing for
activist shareholders" (6 pages, 623 KB, in
PDF format) [Survey of investor relations officer practices
addressing activists]
-
October 29, 2014, Jones Day: "Activist Overthrows Entire Darden Board of
Directors: What It Means for Senior Managements" [Evolving
professional advisor defense playbook]
-
October 28, 2014, Schulte Roth
& Zabel in association with Mergermarket: "Shareholder Activism Insight" (24 pages,
6.8 MB, in
PDF format); see also news reports of survey:
-
October 27, 2014 IR Magazine:
"Inside the black box of analyst decision making" [Surveys
comparing buy-side and sell-side research priorities]
-
October 21, 2014
Corporate Secretary: "Shareholder activism's impact on brand value"
[Research of activism effects on corporate brand value]
-
October 12, 2014 Financial Times: "Buybacks: Money well spent?"
[Analyzing activist proposals of buybacks in context of long term
enterprise value]
-
October 6, 2014, PricewaterhouseCoopers
LLP: "PwC’s 2014 Annual Corporate Directors Survey | Trends shaping
governance and the board of the future | Executive compensation and
director communications" (12 pages, 212 KB, in
PDF format) [Director views of shareholder communications]
-
October 5, 2014, Kenneth Moelis video
interview and summary by Financial Times: "Take the fight to
activists, says Moelis" [Activist advisor's views of
professional defense playbooks]
-
October 5, 2014, John Endean of the American Business Conference published
in The Wall Street Journal: "The Untapped Power of Individual
Investors" [Discovery of potentially influential long term
investors]
-
September 23, 2014, Philip Richter, Steven Epstein, David Shine and Gail
Weinstein of Fried Frank Harris Shriver & Jacobson posting in The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Why Delaware Appraisal Awards Exceed the Merger Price"
[Professional view of need for independent valuations in appraisal rights
cases]
-
September 23, 2014,
James R. Copland and Margaret M. O’Keefe of the Manhattan Institute for
Policy Research: "Proxy Monitor 2014 | A Report on Corporate Governance
and Shareholder Activism" [Statistics on proxy voting trends for
"Fortune 250" largest companies]
-
September 17, 2014, The
Conference Board in collaboration with FactSet: "Proxy Voting
Analytics (2009-2014) Executive Summary" (15 pages, 331 KB, in
PDF format), and subsequently published summary in
October 6, 2014,
Matteo Tonello of The Conference Board posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "The
Recent Evolution of Shareholder Activism" [Statistics on trends in
activist proxy proposals]; see also previous 2014 periodic reports of voting statistics:
-
March 27, 2014, "Proxy Voting
Fact Sheet - March 2014" (10 pages, 392 KB, in
PDF format)
-
May 29, 2014, "Proxy Voting Fact
Sheet - May 2014" (22 pages, 708 KB, in
PDF format)
-
July 25, 2014,
"Proxy Voting Fact Sheet - July 2014" (63 pages, 1,700 KB, in
PDF format)
-
September 15, 2014, John C.
Coffee Jr. of Columbia Law School and Darius Palia of Rutgers Business
School, published as Columbia Law and Economics Working Paper No. 489:
"The Impact of Hedge Fund Activism: Evidence and Implications" (84 pages, 904 KB, in
PDF format) [Review of evolving activist and defense practices,
and of enterprise and public interest results]
-
September 8, 2014, Ashby H.B. Monk of University of Oxford, published in
Institutional Investor: "The New Dawn of Financial Capitalism"
[Scholar's observations of need for revitalized investment in long term
enterprise development]
-
September 5, 2014, Daniel M. Gallagher of the U.S. Securities and Exchange
Commission posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Outsized Power & Influence: The
Role of Proxy Advisers" [Regulator views of corporate and fund
manager duties relating to proxy adviser recommendations]
-
September 2014,
Activist Insight | Activism Monthly Premium: "The cost of a proxy
contest" (5 pages, 1.6 MB, in
PDF format) [Escalating professional service costs of both sides
to win support]
-
August 18, 2014, Allie M. Rutherford and Ruby Sharma of Ernst & Young
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "2014 Proxy Season Review" [Investor
survey of activist and governance issues encouraging engagement]
-
August 7, 2014, Donna Dabney of The Conference Board posting in The
Conference Board Governance Center Blog: "Wealth Transfer Versus
Wealth Creation" [Escalating controversy about corporate and investor
responsibilities for long term value]
-
August 2014, Simon M.
Lorne and Patricia F. Russo of The Conference Board Task Force on
Corporate/Investor Engagement, published by Directors & Boards:
"How we can restore confidence in our public companies The first step:
stop talking about maximizing shareholder value as the be all and end
all." (2 pages, 109 KB, in
PDF format) [Investor and corporate advocacy of long term
enterprise value]
-
August 2014, Activist Insight
and Olshan Frome Wolosky LLP: "Half Year Review" (16 pages, 15,350 KB, in
PDF format); for a summary of the reported views and statistics, see
August 13, 2014
Value Walk: "Activist Investing Gains Steam In 2014" [Strategies of
"a golden era" for professional activists and advisors]
-
July 17, 2014, Yvan Allaire and
Francois Dauphin of the Institute for Governance of Private and Public
Organizations (IGOPP): "'Activist' Hedge Funds: Creators of Lasting
Wealth? What Do the Empirical Studies Really Say?" (21 pages,
311 KB, in
PDF format)
-
July 7, 2014, Jon N. Eisenberg of K&L Gates LLP posting in The Harvard
Law School Forum on Corporate Governance and Financial Regulation:
"Hedge Funds and Material Nonpublic Information" [Professional view
of rules against unfair use of private information]
-
July 7, 2014, Bradley C. Faris, Timothy P. FitzSimons, Mark D. Gerstein
and John M. Newell of Latham & Watkins LLP posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "Hushmail:
Are Activist Hedge Funds Breaking Bad?" [M&A professionals explain how to
legally pay off activists]; see also
September 24, 2014,
Bradley Faris, Timothy FitzSimons, Mark Gerstein and John Newell of Latham
& Watkins LLP published in a supplement to the Daily Journal:
"Dealing with Activist Hedge Funds and 'Hushmail'" (1 page, 74 KB, in
PDF format) [Offering professional advice on avoiding
prosecution for use of corporate funds to make payoffs]
-
July 3, 2014, Richard J. Daly of
Broadridge Financial Solutions, Inc., video interview by NACD BoardVision:
"NACD BoardVision with Rich Daly from Broadridge" [Corporate board use
of communication technologies to expand investor engagement]
-
July 1, 2014 The Activist Investor Blog: "Appraisal Rights"
[Activist view of appraisal rights]
-
June 26, 2014, Stephen F. Arcano
and Richard J. Grossman of Skadden, Arps, Slate, Meagher & Flom LLP:
"Navigating Today’s Shareholder Activism Landscape: What Companies Should
Consider" (3 pages, 510 KB, in
PDF format)
-
June 18, 2014 IR Magazine: "The next generation of shareholder
activists" [Climbing on the activist bandwagon]
-
June 2014, Preqin Ltd.: "Preqin Special Report: Activist Hedge Funds" (5
pages, 124 KB, in
PDF format)
-
June 2014, Ipreo Special Report:
"Investor Activism | What are Activists Looking For?" (5 pages, 642 KB, in
PDF format)
-
May 29, 2014, Charles Nathan of
RLM Finsbury
provided to The Shareholder Forum: "Communications Challenges of the
Valeant/Pershing
Square Bid for Allergan"; see also subsequently published version
in June 2, 2014 The Harvard Law School Forum on Corporate Governance
and Financial Regulation: "Communications Challenges of the Valeant/Pershing
Square Bid for Allergan"
-
May 23, 2014, Richard Lee and Jason D. Schloetzeris of the Georgetown
University McDonough School of Business, published in The Conference Board
Director Notes: "The Activism of Carl Icahn and Bill Ackman" (18 pages,
738 KB, in PDF format); see also abbreviated version by by Matteo Tonnello of The
Conference Board in
May 29, 2014
The Harvard Law School
Forum on Corporate Governance and Financial Regulation:
"The Activism of Carl Icahn
and Bill Ackman"
-
May 15, 2014, Ronald J. Gilson of Columbia Law School and Stanford Law
School, and Jeffrey N. Gordon of Columbia Law School posting in the
Columbia Law School CLS Blue Sky Blog: "The Sotheby’s Poison Pill
Case: The Plate Tectonics of Delaware Corporate Governance"
[Evolving legal framework for corporate control and shareholder rights]
-
May 12, 2014, Charles Korsmo of Case Western Reserve University School of
Law and Minor Myers of Brooklyn Law School posting in Columbia Law School
CLS Blue Sky Blog: "Appraisal Arbitrage and the Future of Public
Company M&A" [Analysis of recently increased investment in appraisal
rights]
-
May 12, 2014, Terry Hisey of Deloitte posting in
The Wall Street
Journal | CFO Journal: "Updating the Life Sciences M&A Playbook:
Deepening the Bench for a 'Value Game'" [Novel idea of building enterprise
value to create shareholder value]
-
May 2014, Robert M. Almeida, Jr.,
Andrew C. Boyd, Joseph C. Flaherty, Jr., and Michael W. Roberge of
Massachusetts Financial Services Company ("MFS"): "Lengthening the
Investment Time Horizon" (7 pages, 322 KB, in
PDF format) [Keynes
view of opportunities to profit from from difference between temporary
investor perceptions and long term intrinsic value]
-
May 2014 (First Edition 2014), Broadridge Financial Solutions
ProxyPulse: "What have we learned about
shareholder voting behavior?" (9 pages,
1.0 MB, in PDF format); see also subsequent editions:
-
June 2014 (Second Edition 2014): "How
is the 2014 proxy season shaping up thus far?" (9 pages,
1.0 MB, in PDF format)
-
October 2014 (Third Edition 2014): "Directors
and Investors: Are They on the Same Page?" (12 pages,
1.2 MB, in PDF format)
-
March 2015
(First Edition 2015): "2015 Proxy Season Preview | Looking back at
the 2014 mini-season and into 2015" (8 pages,
1.2 MB, in PDF format)
-
June 2015
(Second Edition 2015): "2015 Proxy Mid-Season Review" (3 pages,
460 KB, in PDF format)
-
August 2015 (Third Edition 2015): "2015 Proxy Season Wrap-up" (8
pages, 629 KB, in
PDF format)
-
March 2016
(First Edition 2016): "2016 Proxy Season Preview | Looking back
at the 2015 mini-season and forward into 2016" (4 pages,
124 KB, in PDF format)
-
June 2016
(Second Edition 2016): "2016 Proxy Mid-Season Review" (2 pages,
82 KB, in PDF format)
-
September
2016 (Third Edition 2016): "2016 Proxy Season Review" (4 pages,
504 KB, in PDF format)
-
March 2017:
"2017 Proxy Season Preview "What to expect in 2017, and a look back
at the
2016 mini-season" (5 pages,
205 KB, in PDF format)
-
September
2017: "2017 Proxy Season Review" (6 pages,
245 KB, in PDF format)
-
March 2018:
"2018 Proxy Season Preview and 2017 | Mini-Season Wrap-Up" (5 pages,
213 KB, in PDF format)
-
October
2018: "2018 Proxy Season Review" (8 pages,
7.2 GB, in PDF format)
-
April 2019:
"2019 Mini-Season Wrap-Up and 2019 Trends" (8 pages,
1.5 MB, in PDF format)
-
October
2019: "2019 Proxy Season Review" (8 pages,
1.9 GB, in PDF format)
-
November 2020: "2020 Proxy Season Review" (8 pages,
1.3 GB, in PDF format)
-
September 2023: "2023 Proxy Season Review" (8 pages,
655 KB, in PDF format)
-
September 2024: "2024 Proxy Season Review" (8 pages,
417 KB, in PDF format)
-
April 23, 2014, Warren Buffett of
Berkshire Hathaway, video interview
on CNBC: "Warren Buffett on Coke pay plan" [World's most
respected investor candidly explains realities of board and shareholder
voting]
-
April 23, 2014, James J. Cramer of Mad Money in video on
CNBC (with
article reporting views): "Shareholder activism your friend: Cramer"
[Expert view of activist benefits to short term stock prices]
-
April 22, 2014, Michael R. Levin posting in
The Activist Investor Blog:
"Activist Investing White Papers" [The Activist Playbook: starting
with the "white paper" declaration]
-
April 17, 2014, Jeffrey D. Morgan of the National Investor Relations
Institute, published in CFO: "Shareholder Engagement Should Be a
Two-Way Street" [IR professional's view of requirements for effective
"engagement" communications]
-
April 11, 2014, Peter Atkins of Skadden Arps Slate Meagher & Flom posting
in The Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Reliance by Directors: What’s a Conscientious Director to
Do?"
-
April 10, 2014, Marc Goldstein of
Institutional Shareholder Services (ISS) for the Investor Responsibility
Research Center Institute: "Defining Engagement: An Update on the Evolving
Relationship Between Shareholders, Directors and Executives" (48 pages,
1,070 KB, in PDF format); see also
April 10,
2014, The Investor Responsibility Research Center Institute (press
release): "Engagement Between Corporations And Investors At All Time High,
Creating High Satisfaction Levels From All Sides" and
April 10, 2014 Pensions & Investments: "ISS/IRRC study: Shareholder
engagement at all-time high" [Report of expanding "engagement" for investor
support]
-
April 8, 2014, Joseph Perella and Peter Weinberg of Perella Weinberg
Partners, published in The New York Times: "Powerful, Disruptive
Shareholders" [Call for orderly forum to address long term investor
interests in activist proposals]
-
March 28, 2014, Martin Lipton of Wachtell Lipton Rosen & Katz video
interview reported in New York Times DealBook: "Legendary Deal
Maker Criticizes Investors With Short-Term Interests" [Champion of
management defense embraces responsibility for long term value]
-
March 27, 2014, David A. Katz and Laura A. McIntosh of Wachtell Lipton
Rosen & Katz in New York Law Journal: "Shareholder Activism in the
M&A Context" [Professional M&A advisor views of appraisal rights
"activism"]
-
March 25, 2014, Leon Kamhi of Hermes Equity Ownership Services interview
on CNBC: "Activism better done behind closed doors: Pro" [Leading
fund manager's views of responsibilities for long term investor interests]
-
March 20, 2014 Broc Romanek of
TheCorporateCounsel.net (posting and
video): "Shareholder Engagement, Shareholder Engagement, Shar..."
[Professional praise and perspectives on recommendations for "shareholder
engagement"]
-
March 19, 2014, Charles Nathan of RLM Finsbury and Arthur H. Kohn of
Cleary Gottlieb Steen & Hamilton posting in The Harvard Law School
Forum on Corporate Governance and Financial Regulation:
"Recommendations from Conference Board Task Force on Corporate/Investor
Engagement" [Advisor summaries of Conference Board recommendations for
investor access]
-
March 18, 2014 Michael R. Levin posting in
The Activist Investor Blog:
"The One Thing an Activist Investor Must Do Well: Engage Other Investors"
[The Activist Playbook: a contest of investor "engagement"]
-
March 14, 2014, Steven M. Davidoff of Ohio State University, Jill E. Fisch
of University of Pennsylvania and Sean J. Griffith of Fordham University
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Fixing Merger Litigation" [Research
concludes M&A class actions produce no benefits, courts and investors
should rely upon appraisal rights]
-
March 2014, Leo E. Strine,
Jr., of the Delaware Court of Chancery (subsequently of the Delaware
Supreme Court) in the Columbia Law Review: "Can We Do Better by
Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological
Mythologysts of Corporate Law" (54 pages,
457 KB, in
PDF format); see
also
-
March 2014, Joseph Cyriac, Ruth De
Backer, and Justin Sanders of McKinsey & Company: "Preparing for bigger,
bolder shareholder activists" (8 pages, 457 KB, in
PDF format)
-
February 24, 2014, Tawfik Hammoud, Gerry Hansell, Alexander Roos and
Vinay Shandal of The Boston Consulting Group, published in BCG
Perspectives: "Do-It-Yourself Activism" [Management consulting
re-branded as "activism" strategy]
-
February 15, 2014, Holly J. Gregory of Sidley Austin LLP posting in
The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Governance Priorities for 2014" [Responsibilities of both
corporate and investor fiduciaries for long term value]
-
February 13, 2014, Carl Icahn of Icahn Enterprises posting in
The
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Will The New Shareholder-Director Exchange Achieve Its Potential?"
-
February 5, 2014, Glenn Booraem of the
Vanguard Group, video interview on
CNBC: "Case against activist investors" [Passive indexed
investor support of long term investor interests]
-
February 4, 2014 (advance
copy made available by publisher), Michael A. Miles (1940-2014), formerly
Chairman and CEO of Philip Morris Companies Inc., in Directors &
Boards: "Should Directors Meet With Shareholders? | If circumstances
call for such a meeting, here are several suggestions for maximizing the
usefulness of this session."
-
February 2014, The Shareholder-Director Exchange (SDX), organized by
Tapestry Networks, Inc., Cadwalader, Wickersham & Taft LLP and Teneo
Holdings, LLC together with Broadridge Financial Solutions, Inc.: "The
Shareholder-Director Exchange | Introduction and Protocol" (27 pages,
346 KB, in
PDF format) and
SDX "Infographic" slide
presentation (1 page,
455 KB, in
PDF format); see
also report of release in
February 2, 2014 New York Times DealBook: "Unlikely Allies Seek to
Check Power of Activist Hedge Funds" [Governance professionals respond to
influence of new activist investors]
-
January 2014, James
Kristie of Directors & Boards in the publication's eBriefing:
"A New Golden Age | For activists, yes — but for directors, too"
-
January 2014, Activist
Insight in association with Schulte Roth & Zabel LLP: "Activist
Investing Review 2014 | An annual review of trends in shareholder
activism" (36 pages,
12,060 KB, in
PDF format)
-
December 26, 2013, McKinsey &
Company with the Canada Pension Plan Investment Board: "Focusing Capital
on the Long Term | Short-termism: Insights from business leaders |
Findings from a global survey of business leaders commissioned by
McKinsey & Company and CPP Investment Board" (10 pages,
61 KB, in
PDF format)
-
December 2013, William George of
Harvard Business School, in McKinsey & Company interview: "Bill George on
rethinking capitalism"
-
November 25, 2013, Peter R.
Orszag of Citigroup, formerly of the U.S. Office of Management and Budget,
in Bloomberg View: "Activist Investors Help Companies, Not Workers"
-
November 2013, Ronald M.
Schneider of R. R. Donnelley & Sons Company: "Highlights from RR
Donnelley’s Groundbreaking investor survey" (7 pages,
410 KB, in
PDF format)
-
November 2013, Martin Lipton and
Sebastian V. Niles of Wachtell Lipton Rosen & Katz: "Dealing with Activist
Hedge Funds"
-
November 2013, Martin Lipton and
Sebastian V. Niles of Wachtell Lipton Rosen & Katz: "Dealing with
Activist Hedge Funds"
(7 pages, 38 KB, in
PDF format) [Leading defense advisor's playbook]
-
October 27, 2013, Martin
Lipton of Wachtell, Lipton, Rosen & Katz posting in The Conference Board
Governance Center Blog: "Empiricism and Experience; Activism and
Short-Termism; the Real World of Business"
-
October 10, 2013,
PricewaterhouseCoopers LLP and Weil, Gotshal & Manges LLP: "Director
dialogue with shareholders—what you need to consider" (20 pages,
1,320 KB, in
PDF format)
-
October 2013, Alon Brav of
Duke University, Wei Jiang of Columbia University and Hyunseob Kim of
Cornell University: "The Real Effects of Hedge Fund Activism:
Productivity, Asset Allocation, and Industry Concentration" (49 pages,
378 KB, in
PDF format)
-
October 2013, James Kim and
Jason D. Schloetzer of Georgetown University, published in The Conference Board
Director Notes:
"Global Trends in Board-Shareholder Engagement" (11 pages, 460 KB, in
PDF format)
-
October 2013, Activist
Insight: "Third Quarter Special Review: a busy third quarter and a
corporate fightback?" (7 pages, 713 KB, in
PDF format)
-
September 18, 2013, Carl C. Icahn of
Icahn Enterprises LP published in The Wall Street Journal: "Carl
Icahn: Challenging the Imperial Boardroom | Dell is just one recent
example of a dysfunctional system of corporate governance" and
September 19, 2013 CNBC
video interview: "Carl Icahn: Boardrooms are broken"
-
September 16, 2013, The
Conference Board in collaboration with FactSet: "Proxy Voting
Analytics (2009-2013) Executive Summary" (10 pages, 392 KB, in
PDF format); see also previous periodic reports of voting statistics:
-
September 16, 2013, Charles M.
Nathan of RLM Finsbury posting in Columbia Law School CLS Blue Sky Blog: "What to Do When an Activist Comes
Knocking;" see also the original
September 11, 2013, Charles M.
Nathan of RLM Finsbury (private commentary to clients, provided for Forum
participants with author's permission): "What to Do When an Activist Comes
Knocking" (5 pages, 119 KB, in
PDF format)
-
September 12, 2013 TK Kerstetter
of NYSE Governance Services interview of Donna Dabney, Executive Director
of the Governance Center of The Conference Board, video publishes by NYSE
Corporate Board Member | The Boardroom Channel: "Latest Board
Governance Research"
-
August 31, 2013, Adonis Antoniades,
Charles W. Calomiris and Donna M. Hitscherich published as Columbia
Business School Research Paper No. 13-25: "No Free Shop: Why Target
Companies in MBOs and Private Equity Transactions Sometimes Choose Not to
Buy 'Go-Shop' Options" (55 pages, 934 KB, in
PDF format); see also
October
14, 2013 Financial Times Agenda: "When Is the Right Time to ‘Go
Shop?’"
-
August 26, 2013, Karessa L.
Cain, Martin Lipton, Sabastian V. Niles, Eric S. Robinson and Steven A.
Rosenblum of Wachtell, Lipton, Rosen & Katz posting in The Conference Board Governance
Center Blog: "The Bebchuk Syllogism"
-
August 6, 2013 Lucian A. Bebchuk of
Harvard Law School opinion in The Wall Street Journal: "The Myth of
Hedge Funds as 'Myopic Activists'"; see also referenced
July 9, 2013 draft,
Lucian A. Bebchuk of Harvard Law School, Alon Brav of Duke University
Fuqua School of Business and Wei Jiang of Columbia Business School: "The
Long-Term Effects of Hedge Fund Activism" (40 pages, 696 KB, in
PDF format)
-
July 23, 2013,
Leslie N. Silverman and Julie L. Yip-Williams of Cleary Gottlieb Steen &
Hamilton LLP in association with The Conference Board Task Force on
Investor Engagement, published in The Conference Board Director Notes:
"The Underpinnings of Corporate Governance Approaches and the Shareholder
Value Model" (10 pages, 448 KB, in
PDF format)
-
July 21, 2013, Charles M.
Nathan of RLM Finsbury posting in The Conference Board Governance
Center Blog: "The Jamie Dimon Vote: Corporate Governance at the
Crossroads"
-
July 2013, Activist
Insight: "Q2 2013: Second quarter review" (7 pages, 643 KB, in
PDF format); see
also July 28, 2013 Financial Times: "Activist
investors target bigger companies"
-
June 10, 2013, Karessa
Cain, Martin Lipton and Sabastian V. Niles of Wachtell Lipton Rosen & Katz
posting in The Conference Board Governance Center Blog: "Lessons
from the 2013 Proxy Season"
-
June 6, 2013, Douglas J. Clark of Wilson Sonsini Goodrich & Rosati in NYSE
Corporate BoardMember: "Why Merger Cases Settle" [Incentives
driving M&A breach of duty class actions, and proposed remedies]
-
June 3, 2013, Broadridge
Financial Solutions, Inc. and PwC's Center for Board Governance ProxyPulse: "How well do you know your shareholders?" (5
pages, 668 KB, in PDF format);
see also
June 4, 2013
Broadridge Financial Solutions, Inc. (as published by PR Newswire):
"Broadridge and PwC Announce New Data on 2013 Proxy Voting Trends"
-
May 30, 2013, Justin Fox of the Harvard
Business Review Group, commentary in Harvard Business Review: "Who
Should Actually Have Say on Pay?"
-
May 14, 2013, David Dragics of CACI
International Inc. interviewed by Jeffrey D. Morgan of the National
Investor Relations Institute (NIRI) for IR Today: "Communicating
With Your Board" (video, 13:05 minutes)
-
May 10, 2013
[draft], David F. Larcker, Allan L. McCall and Gaizka Ormazabal:
"Outsourcing Shareholder Voting to Proxy Advisory Firms" (63 pages,
408 KB, in PDF format)
-
April 24, 2013,
Deborah Gilshan of Railpen Investments and Catherine Jackson of PGGM
Investments posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "A Call on U.S. Independent
Directors to Develop Shareholder Engagement Strategies"; see also
April 24, 2013 Law360:
"Shareholder Loyalty Is A 2-Way Street, Pension Funds Say"
-
April 16, 2013, James K. Glassman and J. W. Verret of the Mercatus Center
at George Mason University: "How to Fix Our Broken Proxy Advisory System"
(see also
full report; 30 pages, 810 KB, in
PDF format)
-
April 15, 2013
TheCorporateCounsel.net: "Financial Analyst Survey: 'Chinese Wall?
Reg FD? Never Heard of Them...'"
-
April 2, 2013, U.S. Securities
and Exchange Commission (press release): "SEC Says Social Media OK for
Company Announcements if Investors Are Alerted;" see also referenced
report: April 2, 2013, U.S. Securities and Exchange Commission: "Securities Report
of Investigation Pursuant to Section 21(a) of the Securities Exchange Act
of 1934: Netflix, Inc., and Reed Hastings" (8 pages, 57 KB, in
PDF format)
-
March 9, 2013, Martin Lipton
of Wachtell, Lipton, Rosen & Katz posting in The Harvard Law School
Forum on Corporate Governance and Financial Regulation: "Important
Questions about Activist Hedge Funds"
-
March 8, 2013, Ira M. Millstein
of Weil, Gotshal & Manges and of the Millstein Center for Global Markets
and Corporate Ownership at Columbia Law School, published by The New
York Times DealBook: "Re-examining Board Priorities in an Era of
Activism"
-
March 6, 2013
CNBC (video interview): "Cooperman's 'Moral Argument'
Against Dell Deal"
-
March 3,
2013, Charles M. Nathan of RLM Finsbury posting in The Conference
Board Governance Center Blog: "Debunking Myths About Activist
Investors"
-
March 2013,
Lawrence D. Brown, Andrew C. Call, Michael B. Clement and Nathan Y. Sharp:
"Inside the 'Black Box' of Sell-Side Financial Analysts" (67 pages,
189 KB, in PDF format); see
also
April 15, 2013 TheCorporateCounsel.net: "Financial Analyst Survey: 'Chinese Wall? Reg
FD? Never Heard of Them...'"
-
March 2013, Society
of Corporate Secretaries and Governance Professionals and the Deloitte
Center for Corporate Governance survey report: "2012 Board Practices:
Providing Insight into the Shape of Things to Come" (96 pages,
6,070 KB, in PDF format); see
also March 27, 2013, The Wall
Street Journal | CFO Journal: "Boards Spending More Time with
Shareholders: Board Survey"
-
February 27, 2013 CFA Institute commentary: "What Is the Difference
between Investing and Speculation?"
-
February 26, 2013, Martin
Lipton of Wachtell, Lipton, Rosen & Katz posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "Bite
the Apple; Poison the Apple; Paralyze the Company; Wreck the Economy";
see also
February 25, 2013 New York
Times DealBook: "‘Shareholder Democracy’ Can Mask Abuses"
-
February 26, 2013,
Matteo Tonello of The Conference Board posting in The Harvard Law
School Forum on Corporate Governance and Financial Regulation: "The
2013 Director Compensation and Board Practices Report)"; see also
February 25, 2013 Forum Report: Conference
Board Resources for "Corporate Governance" Policies
-
February 24, 2013, Matteo
Tonello of The Conference Board posting in The Harvard Law School Forum
on Corporate Governance and Financial Regulation: "Proxy Voting
Analytics (2008-2012)"; see also
February 25, 2013 Forum Report: Conference
Board Resources for "Corporate Governance" Policies
-
February 21,
2013, The Conference Board: Task Force Mission Statement and Background |
The Conference Board Task Force on Corporate/Investor Engagement (10
pages, 345 KB, in
PDF format); see
also
February 25, 2013 Forum Report: Conference
Board Resources for "Corporate Governance" Policies
-
February 16, 2013 Ben Stein guest
commentary in Barron's Other Voices: "Dell Deal: The Same as
Insider Trading | By its nature, a leveraged buyout by corporate insiders
is a betrayal of their fiduciary duty to other shareholders"
-
February 1, 2013, Rebecca C.
Grapsas, Holly J. Gregory and Ira M. Millstein of Weil, Gotshal & Manges
posting in The Harvard Law School Forum on Corporate Governance and
Financial Regulation: "Preserving Balance in Corporate Governance"
-
January 2013, Activist
Insight: "Shareholder Activism Review 2012 | A detailed review of
shareholder activism throughout 2012" (7 pages, 1,100 KB, in
PDF format); see
also January 23, 2013 The Wall
Street Journal | CFO Journal: "Activists Sought and Won Board Seats in
2012: Report"
-
January 2013, Brunswick Group:
"2012 Analyst and Investor Survey: Trends in the Use of Digital & Social
Media by the Investment Community" (also available in
printable form; 21 pages,
1,110 KB, in
PDF format); see
also
January 29, 2013 IR Magazine |
Inside Investor Relations: "Social media fail to replace direct
company contact" and update in
February 26, 2014, Brunswick
Group: "2014 Brunswick Investor Use of Digital and Social Media Survey"
-
January 22, 2013, David S.
Drake of Georgeson posting in The Harvard Law School Forum on Corporate
Governance and Financial Regulation: "2012 Annual Corporate Governance
Review | The Rise of Engagement in the 2012 Proxy Season"; for
referenced report, see
December 2012, Georgeson: 2012
Annual Corporate Governance Review (60 pages, 2,830 KB, in
PDF format)
[covers S&P 1500 companies that held annual meetings during the first six
months of the year]; see also
January 14, 2013 Forum Report: Reports of
Shareholder Voting Data and Trends
-
January 8, 2013, The
Conference Board (press release): "Proxy Voting Data Study Shows Companies
Becoming More Inclined to Engage with Shareholders" [refers to the
report by Matteo Tonello, Melissa Aguilar and Thomas Singer of The
Conference Board in collaboration with FactSet: Proxy Voting
Analytics (2008-2012), 193 pages,
available from The Conference Board; covers Russell 3000 companies
that held annual meetings during the first six months of the year]; see
also
January 14, 2013 Forum Report: Reports of
Shareholder Voting Data and Trends and
February 24, 2013, Matteo
Tonello of The Conference Board posting in The Harvard Law School Forum
on Corporate Governance and Financial Regulation: "Proxy Voting
Analytics (2008-2012)"
-
December 31, 2012, Karessa
L. Cain, Kendall Y. Fox, Martin Lipton and Steven A. Rosenblum of Wachtell,
Lipton, Rosen & Katz posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Some Thoughts for
Boards of Directors in 2013"
-
December 11, 2012
(advance copy made available by publisher), John J. Madden of Shearman &
Sterling in the Fourth Quarter 2012 edition of Directors & Boards:
"‘Operational’ activism hits the boardroom" (3 pages, 192 KB, in
PDF format)
-
December 4, 2012, James
MacGregor of Abernathy MacGregor posting in Business Insider: "How
To Stop Investors Staging A Coup When It Comes To Compensation Season"
-
December 1, 2012, Charles
M. Nathan of RLM Finsbury posting in The Conference Board's Governance
Center Blog: "Myths and Realities of Say on Pay 'Engagement;'" see
also subsequent publication as
December 8, 2012 posting in
The Harvard Law School Forum on Corporate Governance and Financial
Regulation
-
November 26, 2012, Marc
Weingarten of Schulte Roth & Zabel posting in The Harvard Law School
Forum on Corporate Governance and Financial Regulation: "2012
Shareholder Activism Insight Report;" see also
November 2012,
Schulte Roth & Zabel in association with Mergermarket (Financial Times):
"Shareholder Activism Insight" (20 pages, 1470 KB, in
PDF format)
-
November 2012, John C. Wilcox
of Sodali: "Rethinking the Annual Meeting" (5 pages, 456 KB, in
PDF format); see
also November 13, 2012 Sodali email
letter to clients and the subsequently published
December 7, 2012, John
Wilcox of Sodali posting in the Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Rethinking the Annual Meeting";
for a similar report focused on board responsibilities for investor
communications, see
January 2013, John C. Wilcox of Sodali in The Conference Board
Director
Notes: “Achieving a Successful Annual Meeting” (6 pages, 179 KB,
in
PDF format)
and the related
January 2, 2013 Forum Report: Winning the Support of Investors at the
Annual Meeting
-
October 18, 2012, James D. C.
Barrall, Scott C. Herlihy, Jessica R. Munitz, Steven B. Stokdyk and Joel
H. Trotter in a Latham & Watkins Corporate Governance Commentary:
"Rules of Engagement: Building Relationships with Your Shareholders
Through Effective Communication" (8 pages, 69 KB, in
PDF format)
-
October 18, 2012 CFO Journal
(The Wall Street Journal Digital Network): "Website-Only Disclosure
Unlikely Soon: Survey"
-
October 17, 2012, Gregory
P. Taxin of Clinton Group and Spotlight Capital posting in the Harvard
Law School Forum on Corporate Governance and Financial Regulation:
"Lessons from the Wet Seal Consent Solicitation"
-
September 4, 2012, C.
William Baxley, Robert J. Leclerk and Jeffrey M. Stein of King & Spalding
posting a summary of a sponsored Tapestry Networks report in the Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Board Engagement with Corporate Shareholders"
-
August 23, 2012, Richard J. Daly of Broadridge Financial Solutions
interview on Boardmember.com: "This Week in the Boardroom | Virtual
Annual Shareholder Meetings" (video
interview, 13:58 minutes, and
transcript)
-
July 17, 2012, Lynn A. Stout of
Cornell Law School interviewed by David Cay Johnston for Reuters TV
(video): "The Biggest Misconception About Shareholder Value"
-
July 14, 2012, Jeremy L.
Goldstein, Michael J. Segal and Jeannemarie O’Brien of Wachtell, Lipton,
Rosen & Katz posting in the Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Say on Pay 2012"
-
July 12, 2012, Matthew Orsagh of the
CFA Institute, report of its Visionary Director Working Group: "Visionary
Board Leadership - Stewardship for the Long Term" (44 pages, 458 KB,
in
PDF format); see
also July 18, 2012 Forum Report:
Winning Investor Support of Long-Term Corporate Success
-
July 8, 2012, Mark Watson of
Tapestry Networks posting in the Harvard Law School Forum on Corporate
Governance and Financial Regulation: "Advancing Board-Shareholder
Engagement"
-
July-August 2012,
Justin Fox of HBR Group and Jay W. Lorsch of Harvard Business School in
the Harvard Business Review: "What Good Are Shareholders?"
-
June 27, 2012, Business Roundtable:
"Principles of Corporate Governance 2012" (36 pages, 791 KB, in
PDF format); see
also August 17, 2012,
Alexander M. Cutler of The Eaton Corporation and chair of Business
Roundtable’s Corporate Governance Committee, posting in the Harvard Law
School Forum on Corporate Governance and Financial Regulation:
"Principles of Corporate Governance 2012" and
August 20, 2012 Forum Report:
Responsibilities of Directors for Investor Communications
-
June 26, 2012, Lynn A. Stout of Cornell Law School in the
Harvard Law
School Forum on Corporate Governance and Financial Regulation: "The
Shareholder Value Myth"; see also
-
July 23, 2012, Martin Lipton of
Wachtell Lipton Rosen & Katz: "Dealing With Activist Hedge Funds" (4 pages,
125 KB, in
PDF format)
-
May 31, 2012, Stephen M.
Davis of Yale School of Management in Brookings Institution Issues in
Governance Studies: "Mobilizing Ownership: An Agenda for Corporate
Renewal" (22 pages, 455 KB, in
PDF format)
-
May 4, 2012 (preliminary
draft for private review only - not to be quoted), Ronald J. Gilson and
Jeffrey N. Gordon of Columbia Law School: "Capital Markets, Efficient Risk
Bearing and Corporate Governance: The Agency Costs of Agency Capitalism"
(44 pages, 269 KB, in
PDF format); see
also subsequently published version:
January 2013, Ronald J.
Gilson and Jeffrey N. Gordon of Columbia Law School: "The Agency Costs of
Agency Capitalism: Activist Investors and the Revaluation of Governance
Rights" (39 pages, 327 KB, in
PDF format)
-
March 15, 2011 Compliance Week: "Dynegy Shakeup a Case Study in
Shareholder Communications" [Board responsibility for
definition of issues and control of orderly review]
-
November 2010, Leo
E. Strine, Jr., of the Delaware Chancery Court published in Business
Lawyer: "One Fundamental Corporate Governance Question We Face: Can
Corporations Be Managed for the Long Term Unless Their Powerful
Electorates Also Act and Think Long Term?" (32 pages, 130 KB, in
PDF format)
[Fiduciary responsibilities of fund managers for long term interests of
"clients, who are saving to pay for college for their kids and for their
own retirement," requiring support of corporate management focused on
"the creation of durable, long-term wealth through the sale of useful
products and services"]
-
January 10, 2010 (draft revision of
November 2009 paper presented at the Conference on the Origins & History
of Shareholder Advocacy, Yale School of Management, Millstein Center for
Corporate Governance and Performance), J. Matthijs de Jongh of the Supreme
Court of The Netherlands: "Shareholder Activism at the Dutch East India
Company 1622 – 1625" (62 pages, 466 KB, in
PDF format); see
also August 21, 2013 IR
Magazine editorial commentary
-
April 2008
Corporate Secretary: "The lost art of communication"
[Pioneering efforts at investor engagement]
-
June 14, 2007 Washington Post: "Still Keeping An Eye on Trouble in
Boardroom" [Evolving distinction between long term value
enhancement and
short term market promotion]
-
May 2007, Leo E. Strine, Jr. of the Delaware Chancery Court published in
The Journal of Corporation Law: "Toward Common Sense and Common
Ground? Reflections on the Shared Interests of Managers and Labor in a
More Rational System of Corporate Governance"
(40 pages, 103 KB, in
PDF format)
[Common interests of investors, management and labor in a system of
"enlightened capitalism" for corporations "to implement sound long-term
plans to make money by selling useful products and services without the
distraction of constant tumult from transient stockholders with
short-term interests and a corporate governance industry that reaps
profits from the perpetuation of strife"]
-
February 13, 2007
Compliance Week: "Activists Have Sudden Outbreak
Of Dialogue" [Pioneering support of institutional investor
communications]
-
June 18, 2006 New York Times: "A Little Industry With a Lot of Sway
on Proxy Votes" [Evolving proxy advisory "industry"]; see also
September
1, 2006 Corporate Secretary: "Shared Knowledge"
-
January 23, 2006 Washington Post: "A Proxy Adviser's Two Sides"
[Marketplace concerns about investor reliance upon proxy advisor for
voting decisions]
-
October 2, 2002, Investor Responsibility Research Center (IRRC), as
published by PR Newswire: "IRRC and TrueCourse Join Forces to Develop a
Governance Index to Meet the Investment Community's Demand for
Objectivity" [Proposed market-defined alternative to
advisor-defined scoring of corporate governance practices]
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